Common use of Delivery Clause in Contracts

Delivery. 4.1 The Supplier shall deliver the Supplies in accordance with the instructions and date(s) specified in the Authorizing Document (or, to the extent that no date or timescale is specified, then within 14 days after the date of this Agreement or at such other time as the Company may approve in writing or reasonably request). Time is of the essence for delivery of the Supplies. The Supplier shall, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of their time, attention and ability to the Supplies (including any overtime or additional shifts required) as may be necessary to meet those timescales. If there is any likelihood that the Supplier or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, then, without prejudice to any of the Company’s other rights or remedies, the Supplier shall promptly give the Company advance notice of the nature and effects of the circumstances in question and a best estimate of the duration of such circumstances. 4.2 The Supplier shall ensure that: (a) any Goods are marked and delivered in accordance with the Company’s instructions and any applicable regulations or requirements of the carrier and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course; and (b) any delivery of Goods is accompanied by a delivery note which shows the Authorizing Document number, date of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered. 4.3 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company. 4.4 The Company and, if applicable, the Supplier shall inspect the Goods as soon as practicable following delivery and agree an inventory of the quality and quantity delivered. The Company shall not be liable for any damage found on such inspection. If the Company in its reasonable opinion considers any of the Goods to be in an unsuitable condition or of the wrong quantity either on delivery or subsequently, the Company shall notify the Supplier, which shall promptly arrange the repair, remedy, correction or replacement of such Goods within 24 hours following the time of the Company’s so notifying the Supplier. If the Supplier has not fully repaired, remedied, corrected or replaced (as appropriate) such Goods by the expiry of such 24-hour period, the Company shall be entitled to enforce the Company’s remedies under Clause 8 (Remedies). 4.5 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable. 4.6 The Company shall not be deemed to have accepted the Goods until it has had a reasonable period of time to inspect them following delivery or, if later, within a reasonable period of time after any latent defect in them has become apparent. 4.7 The Supplier shall give the Company prior written notice of the delivery under this Agreement of any Goods having a hazard to the health and safety of persons or property, identifying those hazards and giving full details of any precautions to be taken by the Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods.

Delivery. 4.1 The Supplier shall deliver Unless agreed otherwise in writing by the Supplies parties, all Goods are delivered FCA (“Free carrier” as defined in accordance with INCOTERMS 2020®) at the instructions and date(s) place specified in the Authorizing Document (or, to the extent that no date or timescale is specified, then within 14 days after the date of this Agreement or at such other time as the Company may approve in writing or reasonably request). Time is of the essence Order Confirmation. 4.2 Any dates quoted for delivery of the Supplies. The Supplier shallGoods or performance of Services are approximate only, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such time of their time, attention and ability to the Supplies (including any overtime or additional shifts required) as may be necessary to meet those timescales. If there delivery is any likelihood that the Supplier or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, then, without prejudice to any not of the Company’s other rights or remedies, the Supplier shall promptly give the Company advance notice of the nature and effects of the circumstances in question and a best estimate of the duration of such circumstancesessence. 4.2 The Supplier 4.3 In the event of delay in delivery, Buyer shall ensure that: give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods are marked and delivered in accordance with the Company’s instructions and any applicable regulations or requirements of the carrier and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course; and (b) any delivery the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of Goods is accompanied by a delivery note which shows the Authorizing Document number, date of order, number of packages similar description and contents and, quality in the case cheapest market available, less the Price of part delivery, the outstanding balance remaining to be delivered. 4.3 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Companyrelevant Goods. 4.4 The Company and, if applicable, the Supplier shall inspect the Goods as soon as practicable following delivery and agree an inventory of the quality and quantity delivered. The Company Seller shall not be liable for any damage found delay in delivery of the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the Goods or Services to be supplied on such inspectiontime (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will be deemed to have been delivered by the due date and Seller may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). If the Company in its reasonable opinion considers Following written notice to Buyer, Seller may also sell any of the Goods to be at the best price reasonably obtainable in an unsuitable condition or the circumstances and charge Buyer for any shortfall below the Price of the wrong quantity either on delivery or subsequently, Goods under the Company shall notify the Supplier, which shall promptly arrange the repair, remedy, correction or replacement of such Goods within 24 hours following the time of the Company’s so notifying the Supplier. If the Supplier has not fully repaired, remedied, corrected or replaced (as appropriate) such Goods by the expiry of such 24-hour period, the Company shall be entitled to enforce the Company’s remedies under Clause 8 (Remedies). 4.5 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicableContract. 4.6 The Company shall not be deemed to have accepted If Seller's delivery note or package labelling states that the Packages in which the Goods until it has had are delivered are returnable to Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a reasonable period of time to inspect them following delivery orcharge have been made by Seller. "Packages" shall include bulk tankers, if laterminibulks, within a reasonable period of time after any latent defect in them has become apparentflexis, crates, boxes or other containers and pallets. 4.7 The Supplier shall give the Company prior written notice of the delivery under this Agreement of any Goods having a hazard to the health and safety of persons or property, identifying those hazards and giving full details of any precautions to be taken by the Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods.

Delivery. 4.1 The Supplier Unless otherwise stated on the face of an Order, delivery shall deliver the Supplies in accordance with the instructions and date(s) specified in the Authorizing Document be to Buyer's facility (or, to the extent that no date or timescale is specified, then within 14 days after the date of this Agreement or at such other time as the Company may approve in writing or reasonably requestF.O.B Destination). . a. Time is of the essence in the performance of an Order. b. Delivery shall be in strict accordance with the schedule and quantity specified in an Order. Seller is on notice that delays in delivery may result in damages assessments including price reduction under Buyer’s prime contracts; Seller shall be liable for delivery any such assessments or price reductions. Seller shall not ship to arrive earlier than 7 days in advance of the Suppliesspecified schedule unless authorized in writing. The Supplier shall, and shall procure that Buyer may return goods at Seller's expense or payment may be deferred until the Supplier Personnel shall, (without further liability date payment would become due according to the Company) devote such of their timespecified schedule. Per DFAR 252.244-7001, attention ensure that all applicable purchase orders and ability subcontracts contain all flow down clauses, as required by the FARS and DFARS, including terms and conditions and any other clauses needed to carry out the Supplies (including any overtime or additional shifts required) as may be necessary to meet those timescales. If there is any likelihood that the Supplier or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, then, without prejudice to any requirements of the Company’s other rights or remediesprime contract. c. Seller at the request of ▇▇▇▇▇, shall provide a written explanation for the Supplier shall promptly give the Company advance notice root cause of the nature delay, Seller’s corrective action plan to address the late deliveries and effects of the circumstances in question and a best estimate of the duration of such circumstances. 4.2 The Supplier shall ensure that: (a) any Goods are marked and delivered assurances that Seller will make all future deliveries in accordance with the Company’s instructions Order requirements and schedule. d. If it appears Seller will not meet schedule or if Seller's deliveries fail to meet the schedule, then in addition to any applicable regulations other right or requirements remedy that Buyer has under law or this Order, Buyer may require Seller to ship via expedited means at Seller's expense. e. If the delivery delay was as a result of any action taken on the part of Buyer, Seller shall notify Buyer in writing at the time the delay occurs and request that Buyer waive liquidated damages provided herein. f. Buyer reserves the right to assess liquidated damages for any deliveries more than five (5) working days beyond the contracted delivery date. Penalties will consist of 1.0 percent of the carrier value of the late item(s) per working day (Monday through Friday) late, calculated beginning the sixth day after the due date, and properly packed and secured so as accruing daily each working day thereafter up to reach their destination in an undamaged condition in a maximum of 15.0 percent of the ordinary course; and (b) any delivery value of Goods is accompanied by a delivery note which shows the Authorizing Document number, date of order, number of packages and contents and, in delinquent item(s). The liquidated damages amount shall be subtracted from the case of part delivery, the outstanding balance remaining to be deliveredline item value. 4.3 Unless otherwise agreed by the Company in writing, all Goods g. ▇▇▇▇▇’s right hereunder to recover liquidated damages for Seller’s delayed performance is not an exclusive remedy for delay and shall be delivered in addition to the Premises during business hours with transportation charges all other rights and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company. 4.4 The Company and, if applicable, the Supplier shall inspect the Goods as soon as practicable following delivery and agree an inventory of the quality and quantity delivered. The Company shall not be liable for any damage found on such inspection. If the Company in its reasonable opinion considers any of the Goods to be in an unsuitable condition or of the wrong quantity either on delivery or subsequently, the Company shall notify the Supplier, which shall promptly arrange the repair, remedy, correction or replacement of such Goods within 24 hours following the time of the Company’s so notifying the Supplier. If the Supplier remedies that Buyer has not fully repaired, remedied, corrected or replaced (as appropriate) such Goods by the expiry of such 24-hour period, the Company shall be entitled to enforce the Company’s remedies under Clause 8 (Remedies). 4.5 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable. 4.6 The Company shall not be deemed to have accepted the Goods until it has had a reasonable period of time to inspect them following delivery or, if later, within a reasonable period of time after any latent defect in them has become apparent. 4.7 The Supplier shall give the Company prior written notice of the delivery under this Agreement of any Goods having a hazard to the health Order and safety of persons or property, identifying those hazards at law and giving full details of any precautions to be taken by the Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goodsequity.

Delivery. 4.1 Prior to Delivery of Yacht, Charterer agrees to provide signed and dated Charter Contract, Sailing Resume, Client Responsibility Agreement, payment in full of all charter fees and Passport Details of Charterer and crew. The Supplier Yacht shall deliver the Supplies in accordance with the instructions and date(s) specified in the Authorizing Document (or, to the extent that no date or timescale is specified, then within 14 days after the date of this Agreement or at such other time as be delivered by the Company may approve at Nanny Cay, Tortola, BVI in writing or reasonably request). Time is full commission and in proper working order, tanks full of fuel and water respectively, in good clean condition throughout and ready for service no later than 4 hours of the essence for specified time shown in paragraph 1. The Charterer will inspect the Yacht, and upon acceptance (by officially beginning his charter) certifies that he has found the vessel in charterable condition and in every respect seaworthy and that delivery of the Suppliessaid Yacht to the Charterer constitutes full performance and compliance with all obligations of the Company to the Charterer. The Supplier shall, and shall procure In the event that the Supplier Personnel shall, (without further liability Company shall fail to make delivery of the Yacht on the day of the Charter start due to an unforeseen last-minute problem with the Yacht but shall within 48 hours thereafter make delivery of the Yacht then the Charterer shall be allowed demurrage pro rata for the number of hours of lost sailing time. Demurrage shall be offered in the form of credits against future charters or cash refunds. In the event that the Company fails to make delivery of the Yacht prior to the Company) devote such of their timecharter start date or over 48 hours as set forth herein, attention then this agreement may be cancelled by the Charterer and ability all charter fees and security deposits shall be refunded to the Supplies (including Charterer, except in the event of any overtime instances in Paragraph 10 that makes the Yacht inactive, or additional shifts required) other external causes that may prevent the Charter from starting. We strongly recommend that Trip Cancellation Insurance is taken to cover any unpredictable losses or events that may occur prior to Charter start, as may no refund will be necessary to meet those timescalesdue from the Company. If there the vessel is at any likelihood that time out of commission for more than 4 hours of “sailing time” during the Supplier or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, then, without prejudice to any of the Company’s other rights or remediescharter, the Supplier shall promptly give the Company advance notice of the nature and effects of the circumstances in question and a best estimate of the duration of such circumstances. 4.2 The Supplier shall ensure that: (a) any Goods are marked and delivered in accordance with the Company’s instructions and any applicable regulations or requirements of the carrier and properly packed and secured so as agrees to reach their destination in an undamaged condition credit demurrage in the ordinary course; and (b) any delivery form of Goods is accompanied by a delivery note which shows credits against future charters or cash refunds for lost “sailing time”, provided the Authorizing Document number, date of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered. 4.3 Unless otherwise agreed by Charterer notifies the Company in writing, all Goods shall a timely fashion of the problem encountered with the Yacht and gives the Company the opportunity to make the necessary repairs. Sailing time is deemed to be delivered between the hours of 8.00am to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier5.00pm. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take placeHorizon guarantee covers battery/battery charging, rigging, engine, sails, depth sounder and transmission problems. The Supplier shall offload Goods at its own riskguarantee excludes items that do not prevent yacht usage, such as directed by the Company. 4.4 The Company andmarine toilets, if applicabledinghy and outboard, the Supplier shall inspect the Goods as soon as practicable following delivery windlass, entertainment systems, air-conditioning, electronics (other than depth sounder), water makers, ice makers, and agree an inventory of the quality and quantity deliveredlog instruments, refrigeration, cellular phones, WiFi, water pump, or VHF radio. The Company shall not be liable for any damage found lost sailing time, chase boat expenses or labour charges if the problems are caused by operator error or carelessness on such inspection. If the Company in its reasonable opinion considers any behalf of the Goods Charterer or his crew. Nor shall the company be held responsible for supplying a replacement vessel in the event that the vessel is disabled due to be in an unsuitable condition damage caused by carelessness or negligence on behalf of the wrong quantity either on delivery Charterer or subsequentlyhis crew. Blocked heads due to any other blockage other than mechanical failure of parts is at the Charterer’s expense (from $180.00 charge), plus chase boat services if applicable. In the event of refrigeration breakdown, the Company shall notify must be notified immediately and will cover the Suppliercosts of block and chip ice, (for which shall promptly arrange receipts are presented) to stop food spoilage, until the repairrefrigeration can be repaired, remedy, correction or replacement of such Goods within 24 hours following until the time end of the Company’s so notifying the Supplier. If the Supplier has charter, if a timely repair cannot fully repaired, remedied, corrected or replaced (as appropriate) such Goods by the expiry of such 24-hour period, the Company shall be entitled to enforce the Company’s remedies under Clause 8 (Remedies). 4.5 Unless otherwise specified, the Supplier shall carried out but will not be held responsible for installing, commissioning any loss of food. The Company deems the value of inoperable generator and/or AC as $500 per charter and decommissioning will refund the Goods, as applicable. 4.6 pro-rated value in the event of failure to this amount. The Company shall not be deemed to have accepted liable for any compensatory, consequential, punitive or other damages or expenses (including travel and hotel) of ANY kind occasioned by the Goods until it has had Charterer as a reasonable period of time to inspect them following delivery or, if later, within a reasonable period of time after any latent defect in them has become apparent. 4.7 The Supplier shall give the Company prior written notice result of the delivery under this Agreement of Company’s inability to deliver the Yacht for any Goods having a hazard to the health and safety of persons or property, identifying those hazards and giving full details of any precautions to be taken by the Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goodsreason.

Delivery. 4.1 3.1 The Supplier shall deliver Goods will be delivered by the Supplies in accordance with the instructions and date(s) date specified in the Authorizing Document (orAgreement, to the extent that or if no date or timescale is specified, then within 14 days a reasonable time after receipt of Buyer’s purchase order, subject to the date availability of this Agreement or at such other time as the Company may approve in writing or reasonably request). Time is of the essence for delivery of the Suppliesfinished Goods. The Supplier shalldelivery and/or shipping schedule is the best estimate possible based on conditions existing at the time of Seller's Sales Confirmation or Seller's quotation and receipt of all specifications, as applicable, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of their time, attention and ability to the Supplies (including any overtime or additional shifts required) as may be necessary to meet those timescales. If there is any likelihood that the Supplier or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, then, without prejudice to any of the Company’s other rights or remedies, the Supplier shall promptly give the Company advance notice of the nature and effects of the circumstances in question and a best estimate of the duration of such circumstances. 4.2 The Supplier shall ensure that: (a) any Goods are marked and delivered in accordance with the Company’s instructions and any applicable regulations or requirements of the carrier and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course; and (b) any delivery of Goods is accompanied by a delivery note which shows the Authorizing Document number, date of order, number of packages and contents and, in the case of part deliverynon-standard items, the outstanding balance remaining any such date is subject to be delivered. 4.3 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges Seller's receipt of complete information necessary for design and any other applicable charges pre-paid by the Suppliermanufacture. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company. 4.4 The Company and, if applicable, the Supplier shall inspect the Goods as soon as practicable following delivery and agree an inventory of the quality and quantity delivered. The Company Seller shall not be liable for any delays, loss or damage found on such inspectionin transit or for any other direct, indirect, or consequential damages due to delays, including without limitation, loss of use. 3.2 Seller may, in its sole discretion, without liability or penalty, deliver partial shipments of Goods to Buyer as they become available, in advance of the quoted delivery date. If the Company Goods are to be delivered in its reasonable opinion considers installments, then insofar as each shipment is subject to the same Agreement, the Agreement will be treated as a single contract and not severable. 3.3 Seller shall make the Goods available to Buyer at Seller’s factory or designated shipment point (each, “Seller’s Shipment Point”) using Seller’s standard methods for packaging and shipping such Goods. Buyer shall take delivery of the Goods within five (5) days of Seller’s written notice that the Goods have been delivered to the Seller’s Shipment Point. 3.4 If for any reason, Buyer fails to accept delivery of any of the Goods on the date fixed pursuant to be in an unsuitable condition Seller’s notice that the Goods have been delivered at the Seller’s Shipment Point, or of if Seller is unable to deliver the wrong quantity either Goods at the Seller’s Shipment Point on delivery or subsequently, the Company shall notify the Supplier, which shall promptly arrange the repair, remedy, correction or replacement of such Goods within 24 hours following the time of the Company’s so notifying the Supplier. If the Supplier date because Buyer has not fully repairedprovided appropriate instructions, remedieddocuments, corrected licenses or replaced authorisations: (as appropriatea) such title and risk of loss to the Goods by shall pass to Buyer; (b) the expiry of such 24-hour period, the Company Goods shall be entitled to enforce the Company’s remedies under Clause 8 (Remedies). 4.5 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable. 4.6 The Company shall not be deemed to have accepted been delivered; and (c) Seller, at its option, may store the Goods until it has had a reasonable period of time to inspect Buyer picks them following delivery orup, if laterwhereupon Buyer shall be liable for all related costs and expenses (including, within a reasonable period of time after any latent defect in them has become apparentwithout limitation, freight, restocking, storage and insurance). 4.7 The Supplier shall give the Company prior written notice of the delivery under this Agreement of any Goods having a hazard to the health and safety of persons or property, identifying those hazards and giving full details of any precautions to be taken by the Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods.

Delivery. 4.1 The Supplier 4.1. Unless otherwise agreed in writing by Eaton, delivery shall deliver be made: 4.1.1. for road freight and parcel deliveries, CPT (Incoterms 2010) at the Supplies Buyer’s warehouse; or 4.1.2. for ocean and air freight deliveries, FCA (Incoterms 2010) at the origin loading port or warehouse as agreed between the Parties in accordance with the instructions and date(s) specified in the Authorizing Document (or, writing. 4.2. As notified to the extent that no date or timescale is specified, then within 14 days after the date of this Agreement or at such other time as the Company may approve in writing or reasonably request). Time is of the essence Buyer any dates quoted for delivery of the SuppliesSupplies are approximate only and may not be made of the essence by notice. The Supplier shallEaton shall not be liable for any delay in delivery of the Supplies howsoever caused. If no delivery dates are specified, and shall procure delivery will be within a reasonable time. 4.3. If Eaton is satisfied that the Supplier Personnel shallSupplies have been short delivered, (without further liability Eaton shall at its option:- 4.3.1. make up any short delivery by dispatching to the CompanyBuyer such Supplies as Eaton is satisfied were not delivered; or 4.3.2. allow the Buyer credit in respect thereof. 4.4. ▇▇▇▇▇'▇ liability shall be limited to making up the delivery or allowing credit as above. 4.5. Where the Supplies are to be delivered in instalments, each delivery shall constitute a separate contract and defective delivery by Eaton of any one or more of the instalments in accordance with these Terms shall not entitle the Buyer to treat these Terms as a whole as repudiated. 4.6. If Eaton fails to deliver the Supplies for any reason (other than the Buyer's fault) devote such of their time, attention and ability Eaton is accordingly liable to the Supplies Buyer, ▇▇▇▇▇'▇ liability shall be limited to the excess (including any overtime or additional shifts requiredif any) as may be necessary of the cost to meet the Buyer (in the cheapest available market) of similar goods to replace those timescalesnot delivered over the price of the Supplies. 4.7. If there is the Buyer fails to take delivery of the Supplies or fails to give Eaton adequate delivery instructions at the time stated for delivery (otherwise than by reason of any likelihood that cause beyond the Supplier Buyer's reasonable control or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, by reason of ▇▇▇▇▇'▇ fault) then, without prejudice to any other right or remedy available to Eaton, Eaton may:- 4.7.1. require payment on any reasonable basis, including but not limited to the selling price, and any additional expenses, or costs resulting from such a delay; 4.7.2. store the Supplies until actual delivery at the sole cost and risk of the Company’s other rights Buyer and charge the Buyer for the reasonable costs (including handling and insurance) of storage; or 4.7.3. sell the Supplies at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under these Terms or remedies, charge the Supplier shall promptly give Buyer for any shortfall below the Company advance notice of the nature and effects of the circumstances in question and a best estimate of the duration of such circumstances. 4.2 The Supplier shall ensure that: (a) any Goods are marked and delivered in accordance with the Company’s instructions and any applicable regulations or requirements of the carrier and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary courseprice under these Terms; and 4.7.4. payment of any amounts contemplated in clauses 4.7.1, 4.7.2 or 4.7.3 shall be due by the Buyer within thirty (b30) any delivery of Goods is accompanied by a delivery note which shows days from the Authorizing Document number, date of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be deliveredEaton´s invoice. 4.3 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company. 4.4 The Company and, if applicable, the Supplier shall inspect the Goods as soon as practicable following delivery and agree an inventory of the quality and quantity delivered. The Company shall not be liable for any damage found on such inspection4.8. If the Company in its reasonable opinion considers Eaton holds any of the Goods to be Supplies contemplated in an unsuitable condition or clause 4.7 on the Buyer’s behalf in excess of three (3) months from the wrong quantity either on delivery or subsequently, the Company shall notify the Supplier, which shall promptly arrange the repair, remedy, correction or replacement of such Goods within 24 hours following the time of the Company’s so notifying the Supplier. If the Supplier has not fully repairedstated for delivery, remedied, corrected or replaced (as appropriate) such Goods by the expiry of such 24-hour period, the Company Eaton shall be entitled to enforce terminate the Company’s remedies under Clause 8 (Remedies)agreement in respect of such Supplies. In the event that any part of the price for such Supplies was paid by the Buyer prior to such termination, Eaton shall repay such amounts after deducting all costs incurred by Eaton in respect of such Supplies prior to termination. 4.5 Unless otherwise specified, the Supplier 4.9. The Buyer shall be responsible for installing, commissioning and decommissioning the Goods, as applicablenot refuse to receive Supplies due to minor defects. 4.6 The Company 4.10. Buyer shall not be deemed to have accepted the Goods until it has had a reasonable period of time to inspect them following delivery orprovide any information and documents required for export, if later, within a reasonable period of time after any latent defect in them has become apparenttransport and import purposes. 4.7 The Supplier shall give the Company prior written notice of the delivery under this Agreement of any Goods having a hazard to the health and safety of persons or property, identifying those hazards and giving full details of any precautions to be taken by the Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods.

Delivery. 4.1 6.1 The Supplier Goods shall deliver be delivered to, and the Supplies in accordance with Services shall be performed at, the instructions and date(s) specified Delivery Address on the date or within the period stated in the Authorizing Document (orOrder, to in either case during the extent that no date or timescale is specified, then within 14 days after CRE’s normal business hours. 6.2 Where the date of this Agreement delivery of the Goods or at such other time as of performance of the Services is to be specified after the placing of Order, the Seller shall give the Company may approve in writing or reasonably request). Time reasonable notice of the specified date. 6.3 The time of delivery of the Goods and of performance of the Services is of the essence for delivery of the Supplies. The Supplier shallContract, and shall procure provided that the Supplier Personnel shall, (without further liability to the Company) devote such of their time, attention and ability to the Supplies (including any overtime or additional shifts required) as may be necessary to meet those timescales. If there is any likelihood that the Supplier or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, then, without prejudice to any of the Company’s other rights or remedies, the Supplier shall promptly give the Company advance notice of the nature and effects of the circumstances in question and a best estimate of the duration of such circumstances. 4.2 The Supplier shall ensure that: (a) any Goods are marked and delivered in accordance with the Company’s instructions and any applicable regulations or requirements of the carrier and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course; and (b) any delivery of Goods is accompanied by a delivery note which shows the Authorizing Document number, date of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered. 4.3 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company. 4.4 The Company and, if applicable, the Supplier shall inspect the Goods as soon as practicable following delivery and agree an inventory of the quality and quantity delivered. The Company Seller shall not be liable for damages resulting from delays caused by circumstances outside its control, subject to the Seller having notified CRE promptly (and in any damage found on event no later than 48 hours) after becoming aware of such inspectioncircumstances. If In such cases where it is apparent that the Company in its reasonable opinion considers any delay may be prolonged, CRE shall have the option to terminate the Contract forthwith upon written notice without liability. 6.4 A delivery note quoting the number of the Order must accompany each delivery or consignment of the Goods and must be displayed prominently. 6.5 If the Goods are to be in an unsuitable condition delivered, or of the wrong quantity either on delivery or subsequentlyServices are to be performed, by instalments, the Company shall notify the Supplier, which shall promptly arrange the repair, remedy, correction or replacement of such Goods within 24 hours following the time of the Company’s so notifying the Supplier. If the Supplier has Contract will be treated as a single contract and not fully repaired, remedied, corrected or replaced (as appropriate) such Goods by the expiry of such 24-hour period, the Company severable. 6.6 CRE shall be entitled to enforce reject any Goods delivered which are not in accordance with the Company’s remedies under Clause 8 (Remedies). 4.5 Unless otherwise specifiedContract, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable. 4.6 The Company shall not be deemed to have accepted the any Goods until it CRE has had a reasonable period of time to inspect them following delivery or, if later, within a reasonable period of time after any latent defect in them the Goods has become apparent. 4.7 6.7 The Supplier Seller shall give supply the Company prior written notice CRE in good time with any instructions or other information required to enable the CRE to accept delivery of the delivery under this Agreement Goods and performance of the Services. 6.8 Unless otherwise agreed in writing, CRE shall not be obliged to return to the Seller any packaging or packing materials for the Goods, whether or not any Goods having a hazard are accepted by CRE. 6.9 Goods delivered in error or in excess of the quantity required may at CRE’s option be returned to the health and safety of persons Seller, at the Seller’s expense. 6.10 If the Goods are not delivered or property, identifying those hazards and giving full details of any precautions to be taken by the Company Services are not performed on the delivery due date then, without prejudice to any other remedy, CRE shall be entitled to deduct from the Price or (if CRE has paid the Price) to claim from the Seller by way of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply liquidated damage for delay 2 per cent of the GoodsPrice for every week’s delay, up to a maximum of 10 per cent.

Delivery. 4.1 The Supplier shall deliver Unless agreed otherwise in writing by the Supplies parties, all Goods are delivered FCA (“Free carrier” as defined in accordance with INCOTERMS 2020®) at the instructions and date(s) place specified in the Authorizing Document (or, to the extent that no date or timescale is specified, then within 14 days after the date of this Agreement or at such other time as the Company may approve in writing or reasonably request). Time is of the essence Order Confirmation. 4.2 Any dates quoted for delivery of the Supplies. The Supplier shallGoods or performance of Services are approximate only, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such time of their time, attention and ability to the Supplies (including any overtime or additional shifts required) as may be necessary to meet those timescales. If there delivery is any likelihood that the Supplier or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, then, without prejudice to any not of the Company’s other rights or remedies, the Supplier shall promptly give the Company advance notice of the nature and effects of the circumstances in question and a best estimate of the duration of such circumstancesessence. 4.2 The Supplier 4.3 In the event of delay in delivery, Buyer shall ensure that: give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s sole liability and Buyer’s exclusive remedy for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods are marked and delivered in accordance with the Company’s instructions and any applicable regulations or requirements of the carrier and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course; and (b) any delivery reimbursing Buyer for the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of Goods is accompanied by a delivery note which shows similar description and quality at the Authorizing Document numberlowest available market price, date less the Price of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered. 4.3 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Companyrelevant Goods. 4.4 The Company and, if applicable, the Supplier shall inspect the Goods as soon as practicable following delivery and agree an inventory of the quality and quantity delivered. The Company Seller shall not be liable for any damage found delay in delivery of the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the Goods or Services to be supplied on such inspectiontime (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will be deemed to have been delivered by the due date and Seller may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). If the Company in its reasonable opinion considers Following written notice to ▇▇▇▇▇, Seller may also sell any of the Goods to be at the best price reasonably obtainable in an unsuitable condition or the circumstances and charge Buyer for any shortfall below the Price of the wrong quantity either on delivery or subsequently, Goods under the Company shall notify the Supplier, which shall promptly arrange the repair, remedy, correction or replacement of such Goods within 24 hours following the time of the Company’s so notifying the Supplier. If the Supplier has not fully repaired, remedied, corrected or replaced (as appropriate) such Goods by the expiry of such 24-hour period, the Company shall be entitled to enforce the Company’s remedies under Clause 8 (Remedies). 4.5 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicableContract. 4.6 The Company shall not be deemed to have accepted If Seller's delivery note or package labelling states that the Packages in which the Goods until it has had are delivered are returnable to Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a reasonable period of time to inspect them following delivery orcharge have been made by Seller. "Packages" shall include bulk tankers, if laterminibulks, within a reasonable period of time after any latent defect in them has become apparentflexis, crates, boxes or other containers and pallets. 4.7 The Supplier shall give the Company prior written notice of the delivery under this Agreement of any Goods having a hazard to the health and safety of persons or property, identifying those hazards and giving full details of any precautions to be taken by the Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods.

Delivery. 4.1 The Supplier shall deliver the Supplies 5.1 Unless agreed in accordance with the instructions and date(s) specified in the Authorizing Document (or, to the extent that no date or timescale is specified, then within 14 days after the date of this Agreement or at such other time as writing the Company may approve in writing or reasonably request)offers all items “Free On Transport” (“FOT”) at our store, Brisbane. Time is of the essence The Company will arrange for delivery of the Supplies. The Supplier shall, and shall procure that the Supplier Personnel shall, Goods (without further liability "Delivery") at additional cost to the CompanyPurchaser’s nominated delivery point only if agreed in prior negotiation and specified in writing. This would be nominated as “Delivered to Door” (“DTD”) devote such of their time, attention and ability in the respective quotation or Sales Order Agreement. 5.2 The Company is entitled to charge a fee for Delivery if it is not specifically nominated as an inclusion in the price quoted in an official company quotation. 5.3 The Company is deemed to have delivered the Goods when they are loaded on to the Supplies (including any overtime Purchaser’s nominated transport vehicle FOT or additional shifts required) as may be necessary to meet those timescales. If there is any likelihood that the Supplier or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, then, without prejudice to any of the Company’s other rights or remedies, the Supplier shall promptly give the Company advance notice of the nature and effects of the circumstances in question and a best estimate of the duration of such circumstances. 4.2 The Supplier shall ensure that: (a) any Goods are marked and delivered in accordance with the Company’s instructions and any applicable regulations or requirements of the carrier and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course; and (b) any delivery of Goods is accompanied by a delivery note which shows the Authorizing Document number, date of order, number of packages and contents and, in the case of part delivery, DTD made available for unloading at the outstanding balance remaining Purchaser's nominated delivery point. 5.4 The Purchaser is responsible for unloading the Goods from the Company's delivery vehicle. 5.5 If the Goods are to be deliveredcollected by the Purchaser from the Company's store Delivery occurs when the Goods are loaded on the Purchaser's vehicle. 4.3 5.6 The Company is not liable for any claims for non-fulfilment or late Delivery of Goods or for any loss or damage (including consequential loss or damage) suffered by the Purchaser arising from delay in delivery or failure to deliver due to circumstances beyond the Company's reasonable control and the Purchaser shall accept and pay for the goods notwithstanding late delivery. 5.7 The Purchaser shall in its purchase order advise the Company of the nominated delivery point and if applicable the required delivery time. 5.8 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges Purchaser and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company. 4.4 The Company and, if applicable, the Supplier shall inspect the Goods as soon as practicable following delivery and agree an inventory of the quality and quantity delivered. The Company shall not be liable for any damage found on such inspection. If the Company in its reasonable opinion considers any of the Goods to be in an unsuitable condition or of the wrong quantity either on delivery or subsequently, the Company shall notify the Supplier, which shall promptly arrange the repair, remedy, correction or replacement of such Goods within 24 hours following the time of the Company’s so notifying the Supplier. If the Supplier has not fully repaired, remedied, corrected or replaced (as appropriate) such Goods by the expiry of such 24-hour period, the Company shall be entitled to enforce deliver the Company’s remedies under Clause 8 (Remedies)Goods in one or more lots. Where delivery of the Goods is effected by way of part delivery the Company shall be entitled to invoice the Purchaser for pro-rata progress payments in respect thereof. 4.5 Unless otherwise specified5.9 Notwithstanding the Purchaser's inability to accept delivery of the goods, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable. 4.6 The Company shall not be deemed to have accepted delivered the Goods until it has had a reasonable period in accordance with these Terms of Sale and the goods shall be at the Purchaser's risk from the time to inspect them following delivery or, if later, within a reasonable period of time after any latent defect in them has become apparent. 4.7 The Supplier shall give when the Company prior written notice of goods have been loaded onto the delivery under this Agreement of any Goods having a hazard Purchaser's collecting vehicle or delivered to the health and safety of persons or property, identifying those hazards and giving full details of any precautions to be taken by Purchaser's nominated delivery point (as the Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goodscase requires).

Delivery. 4.1 The (a) Subject to this Section 2.07, Supplier shall deliver Deliver the Supplies Product by the Specified Delivery Date in accordance with each Purchase Order and shall bear all costs and expenses related to such Delivery. Unless otherwise agreed, Deliveries of Product shall be made by forwarders used by Historical Supplier within the twelve (12) months immediately preceding the Effective Date, provided that Purchaser or Supplier may request the replacement of a forwarder (e.g., for reasonable quality reasons) in which case the Parties shall discuss and agree in good faith on a solution acceptable for both Parties. All transport packaging and preparation for Delivery will be done in accordance with the instructions standards used at the Facility immediately prior to the Effective Date, the Compliance Requirements and date(sapplicable good storage and good distribution practices, including the use of data loggers, packaging dimensions and transport protection. Any change thereof shall be deemed a change to be handled and reimbursed in accordance with Section 2.02(c). (b) specified If Supplier or Purchaser becomes aware of any unexpected problem that may require the Specified Delivery Date to be rescheduled, it shall promptly inform the other Party and submit a commercially reasonable proposal for a new delivery date. Supplier and Purchaser shall cooperate to agree upon such new delivery date in good faith. If Supplier is unable to fulfill the Authorizing Document applicable Purchase Order within three (or3) months after the Specified Delivery Date or another mutually agreed delivery date, as applicable, Purchaser may, in its sole discretion, without incurring any cost, expense, or penalty, cancel such Purchase Order. (c) All Product Delivered under this Agreement by Supplier shall be shipped on the basis of the Shipping Terms and Delivery of Product shall be completed upon delivery of the Product in accordance with the Shipping Terms. (d) Supplier shall have no liability for any failure or delay in Delivering an Order to the extent that no date the failure or timescale delay is specified, then within 14 days after the date of this Agreement or at such other time as the Company may approve in writing or reasonably request). Time is of the essence for delivery of the Supplies. The Supplier shall, and shall procure that the Supplier Personnel shall, (without further liability caused by Purchaser’s failure to the Company) devote such of their time, attention and ability to the Supplies (including any overtime or additional shifts required) as may be necessary to meet those timescales. If there is any likelihood that the Supplier or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, then, without prejudice to any of the Company’s other rights or remedies, the Supplier shall promptly give the Company advance notice of the nature and effects of the circumstances in question and a best estimate of the duration of such circumstances. 4.2 The Supplier shall ensure that: (a) any Goods are marked and delivered deliver Granules in accordance with the Company’s instructions and any applicable regulations or requirements of the carrier and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course; andSection 2.05(g). (be) any Each delivery of Goods is an Order shall be accompanied by a delivery note which shows from Supplier showing the Authorizing Document Order number, the date of order, number the Order and the quantity of packages and contents andProduct (in grams) included in the Order. (f) If, in respect of an Order, Supplier Delivers up to and including 10 percent (10%) more or less than the case quantity of part delivery, the outstanding balance remaining to be delivered.Product set forth in that Order: 4.3 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company (i) Purchaser shall not be obliged entitled to carry out any work reject the Order, but a pro rata adjustment shall be made to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company. 4.4 The Company and, if applicable, the Supplier shall inspect the Goods as soon as practicable following delivery and agree an inventory amount of the quality and quantity delivered. The Company Order invoice; and (ii) the Delivery shall not be liable for any damage found on such inspection. If the Company in its reasonable opinion considers any of the Goods to be in an unsuitable condition or of the wrong quantity either on delivery or subsequently, the Company shall notify the Supplier, which shall promptly arrange the repair, remedy, correction or replacement of such Goods within 24 hours following the time of the Company’s so notifying the Supplier. If the Supplier has not fully repaired, remedied, corrected or replaced (as appropriate) such Goods by the expiry of such 24-hour period, the Company shall be entitled to enforce the Company’s remedies under Clause 8 (Remedies). 4.5 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable. 4.6 The Company shall not be deemed to have accepted the Goods until it has had be a reasonable period of time to inspect them following delivery or, if later, within a reasonable period of time after any latent defect in them has become apparent. 4.7 The Supplier shall give the Company prior written notice complete fulfillment of the delivery under this Agreement Order, and no amount of any Goods having a hazard to Product shall be considered outstanding from the health and safety of persons or property, identifying those hazards and giving full details of any precautions to be taken by the Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the GoodsOrder.

Delivery. 4.1 The Supplier Unless otherwise agreed in writing by Seller, delivery of Goods shall deliver the Supplies in accordance with the instructions and date(stake place at Seller’s place of business. Services shall be provided at such venue(s) specified in the Authorizing Document (or, Seller’s quotation. Buyer shall take delivery of Goods within 10 days of Seller giving it notice that Goods are ready for delivery. Any dates specified by Seller for delivery of Goods or performance of Services are intended to the extent that no date or timescale is specified, then within 14 days after the date of this Agreement or at such other be an estimate and time as the Company may approve in writing or reasonably request). Time is for delivery shall not be made of the essence for delivery of the Suppliesby notice. The Supplier shallIf no dates are so specified, and delivery/performance shall procure that the Supplier Personnel shall, (without further liability be within a reasonable time. Subject to the Company) devote such of their timeother provisions hereof, attention and ability to the Supplies (including any overtime or additional shifts required) as may be necessary to meet those timescales. If there is any likelihood that the Supplier or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, then, without prejudice to any of the Company’s other rights or remedies, the Supplier shall promptly give the Company advance notice of the nature and effects of the circumstances in question and a best estimate of the duration of such circumstances. 4.2 The Supplier shall ensure that: (a) any Goods are marked and delivered in accordance with the Company’s instructions and any applicable regulations or requirements of the carrier and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course; and (b) any delivery of Goods is accompanied by a delivery note which shows the Authorizing Document number, date of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered. 4.3 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company. 4.4 The Company and, if applicable, the Supplier shall inspect the Goods as soon as practicable following delivery and agree an inventory of the quality and quantity delivered. The Company Seller shall not be liable for any damage found on direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in delivery of Goods or Services (even if caused by Seller’s negligence), nor shall any delay entitle Buyer to terminate or rescind the Contract unless such inspectiondelay exceeds 180 days. If the Company in its reasonable opinion considers for any reason Buyer fails to accept delivery of the Goods when ready, or Seller is unable to be in an unsuitable condition or of the wrong quantity either deliver Goods on delivery or subsequently, the Company shall notify the Supplier, which shall promptly arrange the repair, remedy, correction or replacement of such Goods within 24 hours following the time of the Company’s so notifying the Supplier. If the Supplier because Buyer has not fully repairedprovided appropriate instructions, remedieddocuments, corrected licences or replaced authorisations: (as appropriatei) such risk in Goods by the expiry of such 24-hour period, the Company shall be entitled pass to enforce the Company’s remedies under Clause 8 Buyer; (Remedies). 4.5 Unless otherwise specified, the Supplier ii) Goods shall be responsible for installing, commissioning and decommissioning the Goods, as applicable. 4.6 The Company shall not be deemed to have accepted the been delivered; and (iii) Seller may store Goods until it has had a reasonable period delivery, whereupon Buyer shall be liable for all related costs. The quantity of time to inspect them following delivery or, if later, within a reasonable period any consignment of time after any latent defect in them has become apparent. 4.7 The Supplier Goods as recorded by Seller on despatch from Seller’s place of business shall give the Company prior written notice be conclusive evidence of the delivery under this Agreement quantity received by Buyer on delivery, unless Buyer can provide conclusive evidence proving the contrary. Buyer shall provide Seller in a timely manner and at no charge access to its facilities as required by Seller to perform Services, informing Seller of any Goods having a hazard all health/safety rules and security requirements. Buyer also shall obtain and maintain all licenses/consents and comply with all legislation in relation to the health and safety of persons or property, identifying those hazards and giving full details of any precautions to be taken by the Company on the delivery of such Goods and their subsequent storage or handlingServices. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply If Seller’s performance of the GoodsServices is prevented/delayed by any act/omission of Buyer, Buyer shall pay Seller all costs incurred by Seller.

Delivery. 4.1 The Supplier shall deliver the Supplies in accordance with the instructions and date(s) 3.1 Unless otherwise specified in the Authorizing Document (or, to the extent that no date or timescale is specified, then within 14 days after the date of this Agreement or at such other time as the Company may approve in writing or reasonably request). Time is of the essence for delivery of the Supplies. The Supplier shall, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of their time, attention and ability to the Supplies (including any overtime or additional shifts required) as may be necessary to meet those timescales. If there is any likelihood that the Supplier or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, then, without prejudice to any of the Company’s other rights or remediesOrder, the Supplier Delivery Point shall promptly give be the Company advance notice Buyer’s place of the nature and effects of the circumstances in question and a best estimate of the duration of such circumstancesbusiness. 4.2 The Supplier 3.2 If the Contract includes an Installation, the Buyer shall ensure thatprovide to bioMérieux: (a) any Goods are marked access to its premises, systems and delivered in accordance with the Company’s instructions and any applicable regulations or requirements of the carrier and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary coursestaff; and (b) all other necessary assistance in performing such Installation. 3.3 Times and dates for delivery are business estimates only and not contractual obligations. Time therefore will not be of the essence of the Contract and provided bioMérieux makes delivery within a reasonable time (taking into account all the circumstances) the Buyer shall not be entitled to terminate or rescind the Contract or claim damages in respect of late delivery unless bioMérieux has specifically agreed in writing to the contrary on a contract by contract basis. 3.4 bioMérieux shall not be liable for any delay in delivery of the Goods or performance of the Installation that is accompanied caused by a Force Majeure Event, the Buyer’s failure to provide bioMérieux with adequate delivery note which shows instructions or any other instructions that are relevant to the Authorizing Document numbersupply of the Goods or performance of the Installation, date or any other act or omission of orderthe Buyer. 3.5 If for any reason the Buyer fails to accept delivery of the Goods when they are ready for delivery, number of packages and contents andor bioMérieux is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, documents, licences or authorisations: (a) risk in the case of part delivery, Goods shall pass to the outstanding balance remaining to be delivered.Buyer (including for loss or damage caused by bioMérieux's negligence); 4.3 Unless otherwise agreed by (b) the Company in writing, all Goods shall be delivered deemed to have been delivered; and (c) bioMérieux may store the Premises during business hours Goods until delivery, and the Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance). 3.6 bioMérieux may deliver the Goods, or perform the Installation, by separate instalments as agreed with transportation charges the Buyer. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract. Each instalment shall be a separate Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle the Buyer to repudiate or cancel any other applicable charges pre-paid by the Supplier. Contract or instalment. 3.7 The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods Buyer is responsible for obtaining, at its own riskcost, such import licences and other consents in relation to the Goods as directed by the Company. 4.4 The Company are required from time to time and, if applicablerequired by bioMérieux, the Supplier Buyer shall inspect make those licences and consents available to bioMérieux prior to the Goods as soon as practicable following delivery and agree an inventory relevant shipment. 3.8 Any reagents supplied to the Buyer by bioMérieux under the Contract shall be packed with a minimum residual shelf life, details of which shall be provided by bioMérieux to the quality and quantity delivered. The Company Buyer upon request. 3.9 bioMérieux shall not be liable for any damage found or shortfall in delivery of Goods (even if caused by bioMérieux's negligence) unless the Buyer: (a) gives written notice of such damage or shortfall on such inspection. If the Company form provided by the carrier for that purpose to bioMérieux within 3 working days of delivery; and (b) submits its claim in its reasonable opinion considers any writing to the Sales Administration Department of bioMérieux within 30 days following receipt of the Goods to be in an unsuitable condition or performance of the wrong quantity either on delivery or subsequently, the Company shall notify the Supplier, which shall promptly arrange the repair, remedy, correction or replacement of such Goods within 24 hours following the time of the Company’s so notifying the Supplier. If the Supplier has not fully repaired, remedied, corrected or replaced (as appropriate) such Goods by the expiry of such 24-hour period, the Company shall be entitled to enforce the Company’s remedies under Clause 8 (Remedies)Installation. 4.5 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable. 4.6 The Company shall not be deemed to have accepted the Goods until it has had a reasonable period of time to inspect them following delivery or, if later, within a reasonable period of time after any latent defect in them has become apparent. 4.7 The Supplier shall give the Company prior written notice of the delivery under this Agreement of any Goods having a hazard to the health and safety of persons or property, identifying those hazards and giving full details of any precautions to be taken by the Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods.

Delivery. 4.1 The Supplier shall deliver the Supplies Goods in accordance with the any delivery timescales, delivery dates and delivery instructions (to include, without limitation, as to delivery location and date(sdelivery times) specified set out in the Authorizing Document (orSpecification and Tender Response Document, to the extent that no date Order Form or timescale is specifiedas otherwise agreed with the Authority in writing. Delivery shall be completed when the Goods have been unloaded at the location specified by the Authority and such delivery has been received by a duly authorised agent, then within 14 days after the date of this Agreement employee or at such other time as the Company may approve in writing or reasonably request). Time is location representative of the essence for delivery of the SuppliesAuthority. The Supplier shall, and Authority shall procure that the Supplier Personnel shallsuch duly authorised agent, (without further liability to the Company) devote such of their time, attention and ability to the Supplies (including any overtime employee or additional shifts required) as may be necessary to meet those timescales. If there is any likelihood that the Supplier or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, then, without prejudice to any location representative of the Company’s other rights or remediesAuthority is at the delivery location at the agreed delivery date and times in order to accept such delivery. Any arrangement by which the Goods are collected by the Authority in return for a discount on the Contract Price shall be agreed by the Parties in writing (where due to an emergency such arrangements cannot be committed to writing prior to collection, the Supplier Parties shall promptly give confirm such arrangements in writing as soon as possible following collection). Where the Company advance notice Authority collects the Goods, collection is deemed delivery for the purposes of the nature and effects of the circumstances in question and a best estimate of the duration of such circumstances. 4.2 Contract. The Supplier shall ensure that: (a) that a delivery note shall accompany each delivery of the Goods. Such delivery note shall contain the information specified in the Specification and Tender Response Document or as otherwise agreed with the Authority in writing. Where such information requirements as to the content of delivery notes are not specified or separately agreed, such delivery notes shall, as a minimum, contain the Authority’s order number, the name and address of the Authority, a description and quantity of the Goods, and shall show separately any extra agreed charges for containers and/or any other item not included in the Contract Price or, where no charge is made, whether the containers are required to be returned. Part deliveries and/or deliveries outside of the agreed delivery times/dates may be refused unless the Authority has previously agreed in writing to accept such deliveries. Where delivery of the Goods are marked and delivered is refused by the Authority in accordance with the Company’s instructions this Clause 2.4 of this Schedule 2 of these Call-off Terms and any applicable regulations or requirements of the carrier and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course; and (b) any delivery of Goods is accompanied by a delivery note which shows the Authorizing Document number, date of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered. 4.3 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company. 4.4 The Company and, if applicable, the Supplier shall inspect the Goods as soon as practicable following delivery and agree an inventory of the quality and quantity delivered. The Company shall not be liable for any damage found on such inspection. If the Company in its reasonable opinion considers any of the Goods to be in an unsuitable condition or of the wrong quantity either on delivery or subsequently, the Company shall notify the Supplier, which shall promptly arrange the repair, remedy, correction or replacement of such Goods within 24 hours following the time of the Company’s so notifying the Supplier. If the Supplier has not fully repaired, remedied, corrected or replaced (as appropriate) such Goods by the expiry of such 24-hour period, the Company shall be entitled to enforce the Company’s remedies under Clause 8 (Remedies). 4.5 Unless otherwise specifiedConditions, the Supplier shall be responsible for installingall risks, commissioning costs and decommissioning expenses associated with the Goodsre-delivery of the Goods in accordance with the agreed delivery times/dates. Where the Authority accepts delivery more than five (5) days before the agreed delivery date, as applicable. 4.6 The Company the Authority shall not be deemed entitled to have accepted charge the Supplier for the costs of insurance and storage of the Goods until it has had a reasonable period of time to inspect them following delivery orthe agreed date for delivery. Unless otherwise set out in the Specification and Tender Response Document or agreed with the Authority in writing, if later, within a reasonable period of time after any latent defect in them has become apparent. 4.7 The the Supplier shall give be responsible for carriage, insurance, transport, all relevant licences, all related costs, and all other costs associated with the Company prior written notice delivery of the Goods to the delivery under location and unloading of the Goods at that location. Without limitation to the foregoing provision of this Agreement Clause 2.5 of this Schedule 2 of these Call-off Terms and Conditions, unless otherwise stated in the Specification and Tender Response Document or agreed with the Authority in writing, the Supplier shall be responsible for obtaining all export and import licences for the Goods and shall be responsible for any delays to the delivery time due to such licences not being available when required. In the case of any Goods having a hazard supplied from outside the United Kingdom, the Supplier shall ensure that accurate information is provided to the health Authority as to the country of origin of the Goods and safety shall be liable to the Authority for any extra duties or taxes for which the Authority may be accountable should the country of persons or property, identifying those hazards and giving full details of any precautions origin prove to be taken by different from that set out in the Company on Specification and Tender Response Document. All third party carriers engaged to deliver the delivery Goods shall at no time be an agent of such Goods the Authority and their subsequent storage or handling. The accordingly the Supplier shall notify be liable to the Company in writing Authority for the acts and omissions of all requirements and restrictions imposed by governmental and other authorities or persons relating third party carriers engaged to deliver the Goods to the possession, use or onward supply of the GoodsAuthority.

Delivery. 4.1 7.1 Unless otherwise expressly specified in the written acknowledgement of order, delivery of the Goods will be made ex-works as defined in INCOTERMS 2000. The Services will be performed at the Service Point. 7.2 Delivery of the Goods or performance of the Services will be made during Supplier’s usual business hours. 7.3 Supplier shall will use reasonable endeavours to deliver and perform each of the Supplies Buyer’s orders for the Goods and Services within the time agreed when the Buyer places an order and Supplier provides the acknowledgement of order and, if no time is agreed, then within a reasonable time, but the time of delivery and performance will not be of the essence. If, despite those endeavours, Supplier is unable for any reason to fulfil any delivery or performance on the specified date, Supplier will be deemed not to be in breach of this Contract, nor (for the avoidance of doubt) will Supplier have any liability to the Buyer for direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and like loss) howsoever caused (including as a result of negligence) by any delay or failure in delivery or performance except as set out in this condition. Any delay in delivery or performance will not entitle the Buyer to cancel the Contract unless and until the Buyer has given one hundred and twenty days’ written notice (or such longer period specified in the written acknowledgement of Contract) to Supplier requiring the delivery or performance to be made and Supplier has not fulfilled the delivery or performance within that period. If the Buyer cancels the Contract in accordance with this clause 7.3 then: 7.3.1 Supplier will refund to the instructions Buyer any sums which the Buyer has paid to Supplier in respect of that Contract or part of the Contract which has been cancelled and date(shas not been delivered or is not ready for delivery; and 7.3.2 the Buyer will be under no liability to make any further payments under clause 5.1 in respect of that Contract or part of the Contract which has been cancelled. 7.4 The Buyer will provide at its expense at the Delivery Point adequate and appropriate equipment and manual labour for loading the Goods. 7.5 If the Buyer fails to take delivery of any of the Goods when they are ready for delivery or to provide any instructions, documents, licences or authorisations required to enable the Goods to be delivered or Services to be performed on time (except solely on account of Supplier’s default), the Goods or Services will be deemed to have been delivered or performed on the due date and (without prejudice to its other rights) specified Supplier may: 7.5.1 store or arrange for storage of the Goods until actual delivery or sale in accordance with clause 7.5.2 and charge the Buyer for all related costs and expenses (including, without limitation, storage and insurance); and/or 7.5.2 following written notice to the Buyer, sell any of the Goods at the best price reasonably obtainable in the Authorizing Document (or, circumstances and charge the Buyer for any shortfall below the price under the Contract or account to the extent that no date Buyer for any excess achieved over the price under the Contract, in both cases having taken into account any charges related to the sale. 7.6 The Buyer shall provide or timescale is specified, then within 14 days after procure the date provision to Supplier of this Agreement or at all facilities and such other time as the Company may approve in writing or reasonably request). Time is of the essence for delivery of the Supplies. The Supplier shall, assistance and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of their time, attention and ability to the Supplies (including any overtime or additional shifts required) services as may be necessary to meet those timescalesthe extent and quality necessary to enable Supplier to fulfil its obligations under the Contract. If there is any likelihood that This assistance shall include (but not be limited to) the Supplier or any Supplier Personnel will fail timely provision of and access to provide any Supplies within the applicable timeline for performanceinformation, thendata, without prejudice to any of the Company’s other rights or remediesaccommodation, the Supplier shall promptly give the Company advance notice of the nature and effects of the circumstances in question computing resources, appropriate Buyer employees and a best estimate of the duration of such circumstancessafe working environment. 4.2 The Supplier shall ensure that: (a) any Goods are marked and delivered in accordance with the Company’s instructions and any applicable regulations or requirements of the carrier and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course; and (b) any delivery of Goods is accompanied by a delivery note which shows the Authorizing Document number, date of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered. 4.3 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company. 4.4 The Company and, if applicable, the Supplier shall inspect the Goods as soon as practicable following delivery and agree an inventory of the quality and quantity delivered. The Company shall not be liable for any damage found on such inspection. If the Company in its reasonable opinion considers any of the Goods to be in an unsuitable condition or of the wrong quantity either on delivery or subsequently, the Company shall notify the Supplier, which shall promptly arrange the repair, remedy, correction or replacement of such Goods within 24 hours following the time of the Company’s so notifying the Supplier. If the Supplier has not fully repaired, remedied, corrected or replaced (as appropriate) such Goods by the expiry of such 24-hour period, the Company shall be entitled to enforce the Company’s remedies under Clause 8 (Remedies). 4.5 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable. 4.6 The Company shall not be deemed to have accepted the Goods until it has had a reasonable period of time to inspect them following delivery or, if later, within a reasonable period of time after any latent defect in them has become apparent. 4.7 The Supplier shall give the Company prior written notice of the delivery under this Agreement of any Goods having a hazard to the health and safety of persons or property, identifying those hazards and giving full details of any precautions to be taken by the Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods.

Delivery. 4.1 The Supplier 4.1. Unless otherwise agreed in writing by Eaton, delivery shall deliver be made: 4.1.1. for road freight and parcel deliveries, CPT (Incoterms 2010) at the Supplies Buyer’s warehouse; or 4.1.2. for ocean and air freight deliveries, FCA (Incoterms 2010) at the origin loading port or warehouse as agreed between the Parties in accordance with the instructions and date(s) specified in the Authorizing Document (or, writing. 4.2. As notified to the extent that no date or timescale is specified, then within 14 days after the date of this Agreement or at such other time as the Company may approve in writing or reasonably request). Time is of the essence Buyer any dates quoted for delivery of the SuppliesSupplies are approximate only and may not be made of the essence by notice. The Supplier shallEaton shall not be liable for any delay in delivery of the Supplies howsoever caused. If no delivery dates are specified, and shall procure delivery will be within a reasonable time. 4.3. If Eaton is satisfied that the Supplier Personnel shallSupplies have been short delivered, (without further liability Eaton shall at its option:- 4.3.1. make up any short delivery by dispatching to the CompanyBuyer such Supplies as Eaton is satisfied were not delivered; or 4.3.2. allow the Buyer credit in respect thereof. 4.4. ▇▇▇▇▇'▇ liability shall be limited to making up the delivery or allowing credit as above. 4.5. Where the Supplies are to be delivered in instalments, each delivery shall constitute a separate contract and defective delivery by Eaton of any one or more of the instalments in accordance with these Terms shall not entitle the Buyer to treat these Terms as a whole as repudiated. 4.6. If Eaton fails to deliver the Supplies for any reason (other than the Buyer's fault) devote such of their time, attention and ability Eaton is accordingly liable to the Supplies Buyer, ▇▇▇▇▇'▇ liability shall be limited to the excess (including any overtime or additional shifts requiredif any) as may be necessary of the cost to meet the Buyer (in the cheapest available market) of similar goods to replace those timescalesnot delivered over the price of the Supplies. 4.7. If there is the Buyer fails to take delivery of the Supplies or fails to give Eaton adequate delivery instructions at the time stated for delivery (otherwise than by reason of any likelihood that cause beyond the Supplier Buyer's reasonable control or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, by reason of ▇▇▇▇▇'▇ fault) then, without prejudice to any other right or remedy available to Eaton, Eaton may: 4.7.1. require payment on any reasonable basis, including but not limited to the selling price, and any additional expenses, or costs resulting from such a delay; 4.7.2. store the Supplies until actual delivery at the sole cost and risk of the Company’s other rights Buyer and charge the Buyer for the reasonable costs (including handling and insurance) of storage; or 4.7.3. sell the Supplies at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under these Terms or remedies, charge the Supplier shall promptly give Buyer for any shortfall below the Company advance notice of the nature and effects of the circumstances in question and a best estimate of the duration of such circumstances. 4.2 The Supplier shall ensure that: (a) any Goods are marked and delivered in accordance with the Company’s instructions and any applicable regulations or requirements of the carrier and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary courseprice under these Terms; and 4.7.4. payment of any amounts contemplated in clauses 4.7.1, 4.7.2 or 4.7.3 shall be due by the Buyer within thirty (b30) any delivery of Goods is accompanied by a delivery note which shows days from the Authorizing Document number, date of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be deliveredEaton´s invoice. 4.3 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company. 4.4 The Company and, if applicable, the Supplier shall inspect the Goods as soon as practicable following delivery and agree an inventory of the quality and quantity delivered. The Company shall not be liable for any damage found on such inspection4.8. If the Company in its reasonable opinion considers Eaton holds any of the Goods to be Supplies contemplated in an unsuitable condition or clause 4.7 on the Buyer’s behalf in excess of three (3) months from the wrong quantity either on delivery or subsequently, the Company shall notify the Supplier, which shall promptly arrange the repair, remedy, correction or replacement of such Goods within 24 hours following the time of the Company’s so notifying the Supplier. If the Supplier has not fully repairedstated for delivery, remedied, corrected or replaced (as appropriate) such Goods by the expiry of such 24-hour period, the Company Eaton shall be entitled to enforce terminate the Company’s remedies under Clause 8 (Remedies)agreement in respect of such Supplies. In the event that any part of the price for such Supplies was paid by the Buyer prior to such termination, Eaton shall repay such amounts after deducting all costs incurred by Eaton in respect of such Supplies prior to termination. 4.5 Unless otherwise specified, the Supplier 4.9. The Buyer shall be responsible for installing, commissioning and decommissioning the Goods, as applicablenot refuse to receive Supplies due to minor defects. 4.6 The Company 4.10. Buyer shall not be deemed to have accepted the Goods until it has had a reasonable period of time to inspect them following delivery orprovide any information and documents required for export, if later, within a reasonable period of time after any latent defect in them has become apparenttransport and import purposes. 4.7 The Supplier shall give the Company prior written notice of the delivery under this Agreement of any Goods having a hazard to the health and safety of persons or property, identifying those hazards and giving full details of any precautions to be taken by the Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods.

Delivery. 4.1 The Supplier (a) Contract delivery schedules and quantities are a material condition of this Contract, and Seller’s failure to meet Contract delivery schedules or quantities shall deliver be considered a material breach. Any shipments that deviate from the Supplies Contract delivery schedule are subject to the Buyer's rejection, and Seller will be responsible for the cost incurred by Buyer to store and/or to ship the Goods. Once ▇▇▇▇▇ gives notice of the rejection of the Goods, the risk of loss and damage to the Goods is with the Seller. Any acceptance of deliveries late to the Contract delivery schedule will not waive Buyer's rights. (b) If Seller fails to make delivery in accordance with the instructions Contract delivery schedule, Buyer will have the option of terminating this Contract in accordance with ¶ 19, TERMINATION FOR DEFAULT, or assessing 0.5% of the unit price per day, as liquidated damages and date(snot as a penalty. Any such liquidated damages shall start no sooner than the fifth (5th) specified in the Authorizing Document (or, to the extent that no date or timescale is specified, then within 14 days day after the Purchase Order Promise Date, and continue until and including the date of this Agreement or at such other time as on which the Company may approve in writing or reasonably request). Time Product(s) is delivered to Buyer, not to exceed 20% of the essence for delivery of the Suppliesunit price. The Supplier shall, Any liquidated damages assessed to Seller will be debited from Seller’s account and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of their time, attention and ability to the Supplies (including any overtime or additional shifts required) as may be necessary set off against any other amount owed to meet those timescalesSeller by Buyer. If there is any likelihood that For the Supplier avoidance of doubt, liquidated damages or any Supplier Personnel will fail termination are the agreed-upon remedies for delay, but are without limitation as to provide any Supplies within other remedies available to Buyer under the applicable timeline contract at law or equity for performance, then, without prejudice to any other breaches of the Company’s other rights or remedies, the Supplier shall promptly give the Company advance notice of the nature and effects of the circumstances in question and a best estimate of the duration of such circumstancescontract. 4.2 The Supplier shall ensure that(c) In the event of any anticipated or actual delay in meeting the Contract delivery schedule, Seller shall: (ai) any Goods are marked and delivered Promptly notify Buyer in accordance with the Company’s instructions and any applicable regulations or requirements writing of the carrier reasons for the delay and properly packed and secured so as the actions being taken to reach their destination in an undamaged condition in overcome or minimize the ordinary coursedelay; (ii) Provide Buyer with a written recovery schedule; and (biii) any delivery If requested by Buyer, ship via air or expedited routing to avoid or minimize delay to the maximum extent possible, unless Seller is excused from prompt performance as provided in ¶ 16, EXCUSABLE DELAYS. Seller will be solely responsible for paying the difference between the method of Goods is accompanied by a delivery note which shows shipping specified and the Authorizing Document number, date of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be deliveredactual air or expedited rate incurred. 4.3 Unless otherwise agreed (d) Any information provided by Seller regarding any anticipated or actual delay in meeting the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges Contract delivery schedule is informational only and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out construed as a waiver by Buyer of any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed Buyer’s rights or remedies provided by law or the CompanyContract. 4.4 The Company and(e) Goods fabricated in excess or in advance of Buyer's Purchase Order or Blanket release are at Seller's risk unless otherwise authorized in writing by Buyer. Buyer reserves the right, if applicablewithout loss of discount privileges, the Supplier shall inspect the to pay invoices covering Goods as soon as practicable following delivery and agree an inventory shipped in advance of the quality and quantity deliveredschedule of the normal maturity after the date specified for delivery. The Company If Seller delivers Goods in advance of this Contract’s delivery schedules or blanket releases, Buyer shall not be liable required to make payment for any damage found the Goods sooner than on such inspection. If average, the Company in its reasonable opinion considers any second business day of the Goods to be in an unsuitable condition second month following this Contract’s delivery schedule or of the wrong quantity either on delivery or subsequently, the Company shall notify the Supplier, which shall promptly arrange the repair, remedy, correction or replacement of such Goods within 24 hours following the time of the Company’s so notifying the Suppliershipping releases due date. If the Supplier has not fully repaired, remedied, corrected or replaced (as appropriate) such Goods by the expiry of such 24-hour period, the Company shall be entitled to enforce the Company’s remedies under Clause 8 (Remedies). 4.5 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable. 4.6 The Company Buyer shall not be deemed required to have accepted make payment for Goods which are delivered to Buyer in excess of the Goods until it has had a reasonable period of time to inspect them following quantities specified in this Contract’s delivery or, if later, within a reasonable period of time after any latent defect in them has become apparentschedules or blanket releases. 4.7 The Supplier (f) Seller shall give provide a response to an open order report issued by the Company prior written notice Buyer at the frequency and method determined by the Buyer. (g) Seller shall enter material delivery Promise Dates into the Oracle iSupplier system. (h) Seller shall respond to any inquiries made by the Buyer within two (2) business days of the delivery under this Agreement of any Goods having a hazard to the health and safety of persons or property, identifying those hazards and giving full details of any precautions to be taken by the Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goodsrequest.

Delivery. 4.1 The Supplier 5.1 Delivery takes place on agreed ICC INCOTERMS. If no INCOTERMS apply, delivery shall deliver be understood to occur at the Supplies in accordance with moment unloading has finished taking place at the instructions location designated by Buyer. 5.2 Time of delivery of the Goods and date(s) specified in of performance of the Authorizing Document (or, to the extent that no date or timescale is specified, then within 14 days after the date of this Agreement or at such other time as the Company may approve in writing or reasonably request). Time Services is of the essence for delivery and shall start to run from the date of acceptance by the Seller of the Supplies. The Supplier shall, Purchase Order or the date on which the Seller is placed in possession of such information and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of their time, attention and ability to the Supplies (including any overtime or additional shifts required) drawings as may be necessary to meet those timescalesenable him to start work on the Goods or the Services, whichever may be the later. 5.3 Exceeding the completion deadlines for the execution of the Services or delivery dates of the Goods shall automatically result in the application of a penalty equal to 1% of the total amount of the Purchase Order per working day of delay, capped at 10% of the total amount of the Purchase Order. This penalty may not under any circumstances be considered as a waiver of the right to terminate the Purchase Order according to art.14.2 or to claim additional compensation for any loss suffered by the Buyer. 5.4 Delivery of Goods in instalments shall be permitted only with the consent of the Buyer and such permission, if given, shall not entitle the Seller to claim payment prior to completion of the Agreement unless the Buyer has agreed in writing. 5.5 If the Buyer is not able to accept delivery of the Goods or installation of the Goods when due, the Seller shall be responsible for arranging suitable storage at suitable premises of the Goods, advising the Buyer beforehand of the particulars of such proposed storage and the Seller shall also ensure that the Goods and the premises in which they are stored are properly insured against all the usual risks and notify the Buyer of such insurance cover. 5.6 If delivery is made before the delivery date specified in the Purchase Order, the Buyer may return the Goods to the Seller at the Seller's risk and expense. 5.7 Each delivery must be accompanied by details of the exact quantity and description of the Goods and/or the Services performed. Shipping documents stating the relevant Purchase Order number for each shipment must be sent by regular mail or email to the plant or office which issued the Purchase Order on the day on which the shipment is made, marked for the attention of the logistic/receiving office. Invoices stating the relevant Purchase Order number should be sent on .pdf form to ▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇. When Goods are invoiced by the Seller but shipped by a third party, the invoice shall bear the name of the shipper and the point from which the delivery originated. If there shipment is any likelihood that not delivered to the Supplier or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, then, without prejudice to any of the Company’s other rights or remediesallnex premises, the Supplier shall promptly give original bill of lading must be furnished with the Company advance notice of the nature and effects of the circumstances in question and a best estimate of the duration of such circumstancesinvoice(s). 4.2 The Supplier shall ensure that: (a) any 5.8 Delivery is completed only if the agreed Goods or Services are marked and delivered in their entirety in accordance with the Company’s instructions and any applicable regulations Agreement at the location designated by Buyer. 5.9 The Seller shall provide Buyer a current material safety data sheet (“MSDS”) for each Good supplied to Buyer under the Agreement on an annual basis or requirements sooner in the event such document has been modified. 5.10 If the Seller is in the position of being able to supply some but not all of its customers, the Buyer shall be given priority over all other of the carrier and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course; and (b) any delivery of Goods is accompanied by a delivery note which shows the Authorizing Document number, date of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be deliveredSeller's customers. 4.3 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company. 4.4 The Company and, if applicable, the Supplier shall inspect the Goods as soon as practicable following delivery and agree an inventory of the quality and quantity delivered. The Company shall not be liable for any damage found on such inspection. If the Company in its reasonable opinion considers any of the Goods to be in an unsuitable condition or of the wrong quantity either on delivery or subsequently, the Company shall notify the Supplier, which shall promptly arrange the repair, remedy, correction or replacement of such Goods within 24 hours following the time of the Company’s so notifying the Supplier. If the Supplier has not fully repaired, remedied, corrected or replaced (as appropriate) such Goods by the expiry of such 24-hour period, the Company shall be entitled to enforce the Company’s remedies under Clause 8 (Remedies). 4.5 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable. 4.6 The Company shall not be deemed to have accepted the Goods until it has had a reasonable period of time to inspect them following delivery or, if later, within a reasonable period of time after any latent defect in them has become apparent. 4.7 The Supplier shall give the Company prior written notice of the delivery under this Agreement of any Goods having a hazard to the health and safety of persons or property, identifying those hazards and giving full details of any precautions to be taken by the Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods.

Delivery. 4.1 The Supplier Where the Seller is an overseas supplier, the Goods shall deliver the Supplies be delivered in accordance with the instructions set out in the Order. In these Conditions “INCOTERMS” means the international rules for the interpretation of trade terms as set out in ICC Publication No. 715E in force with effect from 1 January 2011. Unless the context otherwise requires, any term or expression which is defined in or given a particular meaning by the provisions of INCOTERMS shall have the same meaning in these Conditions but if there is any conflict between the provisions of INCOTERMS and date(sthese Conditions, the latter shall prevail. 4.2 Where Goods are shipped, clean original bill(s) of lading and other shipping documents shall be forwarded promptly by the Seller to the Buyer. Shipping shall be routed in accordance with instructions from the Buyer. 4.3 The Buyer may change the delivery schedules from time to time by giving reasonable prior written notice to the Seller. 4.4 The Buyer will have no obligation to pay for Goods delivered in excess of the quantities specified in the Authorizing Document (or, to the extent that no date or timescale is specified, then within 14 days after the date of this Agreement or at such other time as the Company may approve in writing or reasonably request). Time is of the essence for delivery of the Supplies. The Supplier shall, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of their time, attention and ability to the Supplies (including any overtime or additional shifts required) as may be necessary to meet those timescales. If there is any likelihood that the Supplier or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, then, without prejudice to any of the Company’s other rights or remedies, the Supplier shall promptly give the Company advance notice of the nature and effects of the circumstances in question and a best estimate of the duration of such circumstancesschedules. 4.2 4.5 The Supplier shall ensure that: (a) Buyer is entitled to reject any Goods delivered or Services performed which are marked and delivered not in accordance with the Company’s instructions Contract and any applicable regulations or requirements of the carrier and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course; and (b) any delivery of Goods is accompanied by a delivery note which shows the Authorizing Document number, date of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered. 4.3 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company. 4.4 The Company and, if applicable, the Supplier shall inspect the Goods as soon as practicable following delivery and agree an inventory of the quality and quantity delivered. The Company shall not be liable for any damage found on such inspection. If the Company in its reasonable opinion considers any of the Goods to be in an unsuitable condition or of the wrong quantity either on delivery or subsequently, the Company shall notify the Supplier, which shall promptly arrange the repair, remedy, correction or replacement of such Goods within 24 hours following the time of the Company’s so notifying the Supplier. If the Supplier has not fully repaired, remedied, corrected or replaced (as appropriate) such Goods by the expiry of such 24-hour period, the Company shall be entitled to enforce the Company’s remedies under Clause 8 (Remedies). 4.5 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable. 4.6 The Company shall not be deemed to have accepted any Goods or Services until the Goods until it Buyer has had a reasonable period of time to inspect or verify them following delivery or completion or, if laterwhere any defect would not be apparent, within a reasonable period of time after any latent defect in them the Goods or Services has become apparentapparent e.g. upon installation or use of the Goods or Articles. 4.6 The Seller shall provide the Buyer in good time with any and all information necessary or required or reasonably requested by the Buyer to enable the Buyer to accept delivery of the Goods and/or performance of the Services. 4.7 If the Goods are to be delivered, or the Service performed, by instalments, the Contract will be treated as a single contract and not severable. The Supplier Buyer shall give the Company prior written notice be under no obligation to pay for any part of the Goods or Services until full and complete delivery or performance is made or given. 4.8 The time of delivery for the Goods or performance of the Services shall be of the essence. If the Seller fails to deliver any of the Goods and/or fails to complete the Services by the scheduled date, the Buyer shall (in addition to any other remedies which it may have under this Agreement the Contract or otherwise) have the right (i) to deduct from the Price or require the Seller to pay, as liquidated damages a sum calculated at the rate of 0.1% of the Price of the Goods and/or Services so delayed for each day which may elapse between the date of scheduled delivery and the actual date of delivery, up to a maximum of 10% of the Price of the Goods and/or Services so delayed; AND/OR (ii) by giving 30 days’ notice to cancel all or any such items of the Goods having a hazard and/or Services which have not been accepted by the Buyer (regardless of whether or not the same is due to be delivered or completed) without being liable therefore in damages and obtain the same from other sources and all costs (including Buyer’s costs in sourcing for alternative supply and Price increases) incurred thereby may, at the Buyer’s option, be deducted from any monies due to or may become due to the health and safety Seller (whether under the Contract or otherwise) or shall be recoverable as damages, PROVIDED the time period for calculating liquidated damages payable under sub-para (i) for delay shall cease with respect to Goods or Services cancelled under sub-para (ii) at the end of persons or propertythe 30 days cancellation notice. Upon cancellation by the Buyer under sub-para (ii), identifying those hazards and giving full details of any precautions all Articles on which the cancelled Services were to be taken by performed shall forthwith be returned to the Company on Purchaser and all payment (including advance payment) made towards the delivery Price of such Goods and their subsequent storage or handling. The Supplier Services cancelled shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating be refunded forthwith to the possession, use or onward supply of the GoodsBuyer.

Delivery. 4.1 8.1 Except as otherwise agreed by both parties in writing all Goods are delivered EXW (ex works) Seller’s manufacturing plant stated in the relevant purchase order. EXW (ex works) is as defined in INCOTERMS 2010. The Supplier shall Buyer will provide at its expense adequate and appropriate equipment and manual labour for loading or off-loading (as appropriate) the Goods. 8.2 All delivery dates and times are estimates and not legally binding on the Seller, which will use its reasonable endeavours to make available for collection or deliver (as appropriate) on time. If no delivery dates and/or times are specified, delivery will be within a reasonable time. Time of delivery will not be of the Supplies essence. 8.3 The Seller will be deemed not to be in breach of the Contract, and (for the avoidance of doubt) will not be liable, in contract, tort or otherwise howsoever and whatever the cause thereof, to the Buyer for any direct, indirect or consequential loss (all three of which terms include pure economic loss, loss of profits, loss of business, loss of contracts, loss of anticipated savings, depletion of goodwill and similar), costs, damages, charges or expenses caused directly or indirectly by any delay or failure in the delivery of the Goods (even if caused by the Seller’s negligence) except as set out in this Condition 8. 8.4 Any additional costs incurred by the Seller for express deliveries undertaken at the request of the Buyer are for the account of the Buyer and will be added to the Prices and invoiced in accordance with Condition 14.2. 8.5 Any delay in delivery will not entitle the instructions Buyer to cancel the purchase order unless and date(s) specified until the Buyer has given 14 days’ written notice to the Seller requiring the delivery to be made and the Seller has not fulfilled the delivery within that period. If the Buyer cancels the purchase order in accordance with this Condition 8.5 then: 8.5.1 the Seller will refund the Buyer any sums which the Buyer has paid to the Seller in respect of that purchase order or part of the purchase order which has been cancelled; and 8.5.2 the Buyer will be under no liability to make any payments under Condition 14 in respect of that purchase order or part of the purchase order which has beencancelled. 8.6 Subject to Condition 12, in the Authorizing Document (orevent of non-delivery of the Goods following the service of a written notice by the Buyer under Condition 8.5 the Seller’s liability for such non-delivery will be limited to the reasonable and proper costs and expenses incurred by the Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant Goods. The Seller will have no liability for any failure to deliver to the extent that no date such failure is caused by the Buyer’s failure to provide the Seller with adequate delivery instructions or timescale is specified, then within 14 days after any other instructions that are relevant to the date of this Agreement or at such other time as the Company may approve in writing or reasonably request). Time is supply of the essence for delivery of the Supplies. The Supplier shall, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of their time, attention and ability to the Supplies (including any overtime or additional shifts required) as may be necessary to meet those timescalesGoods. If there is any likelihood that the Supplier or any Supplier Personnel will fail Buyer fails to provide any Supplies within the applicable timeline for performance, then, without prejudice to any of the Company’s other rights or remedies, the Supplier shall promptly give the Company advance written notice of the nature and effects of the circumstances in question and a best estimate of the duration of such circumstances. 4.2 The Supplier shall ensure that: (a) any Goods are marked and delivered non- delivery in accordance with Condition 8.5, the Company’s instructions and any applicable regulations Seller shall have no liability whatsoever to the Buyer for suchnon-delivery. 8.7 If the Buyer refuses or requirements of the carrier and properly packed and secured so as fails to reach their destination in an undamaged condition in the ordinary course; and (b) any take delivery of Goods is accompanied by a delivery note which shows the Authorizing Document number, date of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered. 4.3 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company. 4.4 The Company and, if applicable, the Supplier shall inspect the Goods as soon as practicable following delivery and agree an inventory of the quality and quantity delivered. The Company shall not be liable for any damage found on such inspection. If the Company in its reasonable opinion considers any of the Goods to be in an unsuitable condition when they are ready or of the wrong quantity either on tendered for delivery or subsequently, the Company shall notify the Supplier, which shall promptly arrange the repair, remedy, correction or replacement of such Goods within 24 hours following the time of the Company’s so notifying the Supplier. If the Supplier has not fully repaired, remedied, corrected or replaced (as appropriate) such or to provide any instructions, documents, licences or authorisations required to enable the Goods by to be delivered on time (except solely on account of the expiry of such 24-hour periodSeller’s default), the Company shall be entitled to enforce the Company’s remedies under Clause 8 (Remedies). 4.5 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable. 4.6 The Company shall not Goods will be deemed to have accepted been delivered on or by the due date and (without prejudice to its other rights) the Seller may: 8.7.1 store or arrange for storage of the Goods until it has had a reasonable period actual delivery or sale in accordance with Condition 8.7.3 and charge the Buyer for all related costs and expenses (including storage and insurance); and/or 8.7.2 recover from the Buyer all wasted transport costs resulting from the Buyer’s refusal or failure to take delivery of time to inspect them the Goods when tendered for delivery; and/or 8.7.3 following delivery or, if later, within a reasonable period of time after any latent defect in them has become apparent. 4.7 The Supplier shall give the Company prior written notice to the Buyer, sell any of the delivery Goods at the best price reasonably obtainable in the circumstances and charge the Buyer for any shortfall below the Price of the Goods under this Agreement of the Contract, having taken into account any Goods having a hazard charges related to the health sale and safety of persons or property, identifying those hazards any charges referred to in Conditions 8.7.1. and giving full details of any precautions to be taken by the Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods8.7.2.

Delivery. 4.1 The Supplier Seller agrees to deliver possession of the Vessel to Buyer at Closing in New Orleans, Louisiana. At or before the time of Delivery, Seller shall provide to Buyer the Vessel's plans, as builts, schematics, wiring specifications, low voltage wiring diagrams, certified evacuation and safety plan, certified periodic test procedures and all other plans and blueprints related to the Vessel that were provided to Seller at the t▇▇▇ ▇▇▇▇▇▇ acquired the Vessel. Seller makes no representation or warranty as to the accuracy of such documents or drawings. Seller shall deliver the Supplies in accordance Vessel to Buyer at Closing "as is and where is". Except with regard to title, Seller makes NO WARRANTY of any kind whatsoever, whether expressed or implied, including without limitation, any implied warranty of merchantability, quality, condition, fitness for any particular purpose, seaworthiness, or against any redhibitory vices, or any other vices or defects, hidden, latent or otherwise, all such warranties being expressly WAIVED by Buyer. At the instructions and date(s) specified in the Authorizing Document (ortime of Delivery, all risk of loss to the extent Vessel shall pass to Buyer. Seller will use all reasonable good faith efforts to assist Buyer in obtaining any necessary certificates for the Vessel, including but not limited to a Certificate of Inspection; however, this is not a condition for Closing and all costs and expenses associated with obtaining any such certificates shall be the responsibility of Buyer. Furthermore, Seller shall not be required to provide at Delivery a Certificate of Documentation, FCC License, Society Tonnage, Interim Class, Hull Classification and Machinery Classification Certificate (if applicable) and/or their regulatory equivalent (if applicable) at the time of Delivery; however, Seller shall provide such certificates and documents, if any, that no date or timescale is specifiedare in Seller's possession within a reasonable time after Delivery, then within 14 days after provided, however, the date Seller's failure to deliver said Certificates and Documents shall not constitute a breach of this Agreement or at by Seller, nor shall such other time as failure constitute grounds for Buyer not to close this transaction. MAINTENANCE AND OPERATION During the Company may approve in writing or reasonably request). Time is of the essence for delivery of the Supplies. The Supplier shall, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of their time, attention and ability to the Supplies (including any overtime or additional shifts required) as may be necessary to meet those timescales. If there is any likelihood that the Supplier or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, then, without prejudice to any of the Company’s other rights or remedies, the Supplier shall promptly give the Company advance notice of the nature and effects of the circumstances in question and a best estimate of the duration of such circumstances. 4.2 The Supplier shall ensure that: (a) any Goods are marked and delivered in accordance with the Company’s instructions and any applicable regulations or requirements of the carrier and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course; and (b) any delivery of Goods is accompanied by a delivery note which shows the Authorizing Document number, date of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered. 4.3 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company. 4.4 The Company and, if applicable, the Supplier shall inspect the Goods as soon as practicable following delivery and agree an inventory of the quality and quantity delivered. The Company shall not be liable for any damage found on such inspection. If the Company in its reasonable opinion considers any of the Goods to be in an unsuitable condition or of the wrong quantity either on delivery or subsequently, the Company shall notify the Supplier, which shall promptly arrange the repair, remedy, correction or replacement of such Goods within 24 hours following the time of the Company’s so notifying the Supplier. If the Supplier has not fully repaired, remedied, corrected or replaced (as appropriate) such Goods by the expiry of such 24-hour period, the Company shall be entitled to enforce the Company’s remedies under Clause 8 (Remedies). 4.5 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable. 4.6 The Company shall not be deemed to have accepted the Goods until it has had a reasonable period of time following receipt of the Deposit by Seller until Closing (the "Period"), the Vessel shall be in the full possession and, other than sale to a third party, at the absolute disposal of Seller for all purposes and under its complete control in every respect. Seller shall, during said Period, take all reasonable steps to maintain the Vessel, her machinery, engines, equipment, appurtenances and spare parts in their current condition, ordinary wear and tear excepted. INSPECTION During the Period, Buyer or its designee shall have the right at any reasonable time to inspect them following delivery oror survey the Vessel to satisfy itself that the Vessel is being properly maintained. Any and all costs or expenses associated with such inspection shall be the responsibility of and be paid by Buyer and Buyer agrees to indemnify, if laterdefend and hold harmless Seller any affiliate of Seller against any injuries, within a reasonable period of time after any latent defect in them has become apparentcost, or expenses arising from such inspection or survey. 4.7 The Supplier shall give the Company prior written notice of the delivery under this Agreement of any Goods having a hazard to the health and safety of persons or property, identifying those hazards and giving full details of any precautions to be taken by the Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods.

Delivery. 4.1 Unless otherwise agreed in writing by the Company, the terms of delivery shall be Ex Works the Company place of business according to ICC’s Inco Terms 2010. The Supplier Buyer is deemed to accept the Goods upon delivery. 4.2 The Buyer shall deliver take delivery of the Supplies in accordance with the instructions and date(s) specified in the Authorizing Document (or, to the extent that no date or timescale is specified, then Goods within 14 days after the date of this Agreement or at such other time as the Company may approve in writing or reasonably request). Time is of giving it notice that the essence Goods are ready for delivery. 4.3 Any dates specified by the Company for delivery of the Supplies. The Supplier shall, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of their time, attention and ability to the Supplies (including any overtime or additional shifts required) as may be necessary to meet those timescales. If there is any likelihood that the Supplier or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, then, without prejudice to any of the Company’s other rights or remedies, the Supplier shall promptly give the Company advance notice of the nature and effects of the circumstances in question and a best estimate of the duration of such circumstances. 4.2 The Supplier shall ensure that: (a) any Goods are marked and delivered in accordance with the Company’s instructions and any applicable regulations or requirements of the carrier and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course; and (b) any delivery of Goods is accompanied by a delivery note which shows the Authorizing Document number, date of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining intended to be delivered. 4.3 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges an estimate and any other applicable charges pre-paid by the Supplier. The Company time for delivery shall not be obliged to carry out any work to enable made of the essence by notice. If no dates are so specified, delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Companybe within a reasonable time. 4.4 The Company and, if applicable, Subject to the Supplier shall inspect other provisions of these conditions the Goods as soon as practicable following delivery and agree an inventory of the quality and quantity delivered. The Company shall not be liable for any damage found on direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by the Company’s negligence), nor shall any delay entitle the Buyer to terminate or rescind the Contract unless such inspection. delay exceeds 180 days in which case this shall be considered as a non-delivery in respect of the delayed Goods and the Buyer’s sole remedies will be determined in accordance with clause 5 below. 4.5 If for any reason the Company in its reasonable opinion considers Buyer fails to accept delivery of any of the Goods to be in an unsuitable condition when they are ready for delivery, or of the wrong quantity either on delivery or subsequently, the Company shall notify is unable to deliver the Supplier, which shall promptly arrange Goods on time because the repair, remedy, correction or replacement of such Goods within 24 hours following the time of the Company’s so notifying the Supplier. If the Supplier Buyer has not fully repairedprovided appropriate instructions, remedieddocuments, corrected licenses or replaced authorisations: (as appropriatea) such risk in the Goods shall pass to the Buyer (including for loss or damage caused by the expiry of such 24-hour period, Com- pany’s negligence); (b) the Company Goods shall be entitled to enforce the Company’s remedies under Clause 8 (Remedies). 4.5 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable. 4.6 The Company shall not be deemed to have accepted been delivered; and (c) the Company may store the Goods until it has had delivery, where upon the Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance). 4.6 If the Company delivers to the Buyer a reasonable period quantity of time Goods of up to inspect 5% more or less than the quantity accepted by the Company, the Buyer shall not be entitled to object to or reject the Goods or any of them following delivery or, if later, within a reasonable period by reason of time after any latent defect in them has become apparentthe surplus or shortfall and shall pay for such goods at the pro rata Contract rate. 4.7 The Supplier Company may deliver the Goods by separate instalments. Each separate instalment shall give be invoiced and paid for in accordance with the Company prior written notice provisions of the delivery under this Agreement Contract. 4.8 Each instalment shall be a separate Contract and no cancellation or termination of any Goods having a hazard to the health and safety of persons or property, identifying those hazards and giving full details of any precautions to be taken by the Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons one Contract relating to an instalment shall entitle the possession, use Buyer to repudiate or onward supply of the Goodscancel any other Con- tract or instalment.

Delivery. 4.1 Unless otherwise agreed in writing by the Company, delivery of the Goods shall be Incoterms EXW. 4.2 The Supplier Buyer shall deliver take delivery of the Supplies Goods within seven (7 days) of the Company giving it notice that the Goods are ready for delivery. 4.3 If, in accordance with clause 4.2, delivery of the Goods is Incoterm EXW or if, in accordance with the instructions relevant Acknowledgement, delivery of the Goods is Incoterm FCA, and date(sthe Buyer does not collect the Goods within seven (7) days of the Delivery Date, Company shall be entitled to store the Goods at the Buyer’s risk and expense. 4.4 Any dates specified in the Authorizing Document (or, to the extent that no date or timescale is specified, then within 14 days after the date of this Agreement or at such other time as by the Company may approve in writing or reasonably request). Time is of the essence for delivery of the Supplies. The Supplier shall, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of their time, attention and ability to the Supplies (including any overtime or additional shifts required) as may be necessary to meet those timescales. If there is any likelihood that the Supplier or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, then, without prejudice to any of the Company’s other rights or remedies, the Supplier shall promptly give the Company advance notice of the nature and effects of the circumstances in question and a best estimate of the duration of such circumstances. 4.2 The Supplier shall ensure that: (a) any Goods are marked and delivered in accordance with the Company’s instructions and any applicable regulations or requirements of the carrier and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course; and (b) any delivery of Goods is accompanied by a delivery note which shows the Authorizing Document number, date of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining intended to be delivered. 4.3 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges an estimate and any other applicable charges pre-paid by the Supplier. The Company time for delivery shall not be obliged to carry out any work to enable made of the essence by notice. If no dates are so specified, delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Companybe within a reasonable time. 4.4 The Company and, if applicable, 4.5 Subject to the Supplier shall inspect other provisions of these conditions the Goods as soon as practicable following delivery and agree an inventory of the quality and quantity delivered. The Company shall not be liable for any damage found on such inspection. direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by negligence of the Company), nor shall any delay entitle the Buyer to terminate or rescind the Agreement. 4.6 If for any reason the Company in its reasonable opinion considers Buyer fails to accept delivery of any of the Goods to be in an unsuitable condition when they are ready for delivery, or of the wrong quantity either on delivery or subsequently, the Company is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, documents, licences or authorisations: 4.6.1 risk in the Goods shall notify pass to the Supplier, which shall promptly arrange the repair, remedy, correction Buyer (including for loss or replacement of such Goods within 24 hours following the time of damage caused by the Company’s so notifying negligence); 4.6.2 the Supplier. If the Supplier has not fully repaired, remedied, corrected or replaced (as appropriate) such Goods by the expiry of such 24-hour period, the Company shall be entitled to enforce the Company’s remedies under Clause 8 (Remedies). 4.5 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable. 4.6 The Company shall not be deemed to have accepted been delivered; and 4.6.3 the Company may store the Goods until it has had a reasonable period of time to inspect them following delivery ordelivery, if laterwhereupon the Buyer shall be liable for all related costs and expenses (including, within a reasonable period of time after any latent defect in them has become apparentwithout limitation, storage and insurance). 4.7 The Supplier Buyer shall give provide at the Company prior written notice of the delivery under this Agreement of any Goods having a hazard to the health Delivery Point and safety of persons or property, identifying those hazards at its expense adequate and giving full details of any precautions to be taken by the Company on the delivery of such Goods appropriate equipment and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of manual labour for loading the Goods. 4.8 The Company may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Agreement. 4.9 Each instalment shall be a separate Agreement and no cancellation or termination of any one Agreement relating to an instalment shall entitle the Buyer to repudiate or cancel any other Agreement or instalment.

Delivery. 4.1 The Supplier shall deliver the Supplies in accordance with the instructions and date(s) specified in the Authorizing Document (or, to the extent that no date or timescale is specified, then within 14 days after the date of this Agreement or at such other time as the Company may approve in writing or reasonably request). Time is of the essence for delivery of the Supplies. The Supplier shall, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of their time, attention and ability to the Supplies (including any overtime or additional shifts required) as may be necessary to meet those timescales. If there is any likelihood that the Supplier or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, then, without prejudice to any of the Company’s other rights or remedies, the Supplier shall promptly give the Company advance notice of the nature and effects of the circumstances in question and a best estimate of the duration of such circumstances. 4.2 The Supplier shall ensure that: (a) any Goods are marked and delivered in accordance with the Company’s instructions and any applicable regulations or requirements of the carrier and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course; and (b) any delivery of Goods is accompanied by a delivery note which shows the Authorizing Document number, date of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered. 4.3 Unless otherwise agreed by the Company in writing, all Goods All Products shall be delivered packed for ground transportation. Buyer shall provide Seller with detailed shipping instructions prior to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Suppliershipment. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company. 4.4 The Company and, if applicable, the Supplier shall inspect the Goods as soon as practicable following delivery and agree an inventory of the quality and quantity delivered. The Company shall not be liable for any damage found on such inspection. If the Company in its reasonable opinion considers any of the Goods to be in an unsuitable condition or of the wrong quantity either on delivery or subsequently, the Company shall notify the Supplier, which shall promptly arrange the repair, remedy, correction or replacement of such Goods within 24 hours following the time of the Company’s so notifying the Supplier. If the Supplier has not fully repaired, remedied, corrected or replaced (as appropriate) such Goods by the expiry of such 24-hour period, the Company shall be entitled to enforce the Company’s remedies under Clause 8 (Remedies). 4.5 Unless otherwise specified, the Supplier Buyer shall be responsible for installingany increased costs or delays in delivery resulting from ▇▇▇▇▇’s failure to supply such instructions in a timely manner. All specified delivery dates reflect Seller’s best estimates, commissioning and decommissioning Seller reserves the Goods, as applicable. 4.6 The Company shall not be deemed right to have accepted modify the Goods until it has had delivery dates. In the event Buyer requests a reasonable period of time to inspect them following change in the scheduled delivery or, if later, date within a reasonable period of time after any latent defect in them has become apparent. 4.7 The Supplier shall give the Company prior written notice three (3) business days of the scheduled shipping date and Seller agrees to such change, a fee of $500 shall apply. Title and risk of loss shall pass to Buyer at point of delivery under this Agreement if Product is delivered by Seller’s truck. If delivery is not by Seller’s truck, sales are Ex Works Seller’s location. In the event Buyer requests that Seller hold or store Products beyond their delivery date, or in the event Seller is unable to take or otherwise refuses delivery of any Goods having a hazard Products, Seller may store the Products at Buyer’s sole risk and expense and charge Buyer for shipping and storage and any other cost or expense incident to the health and safety of persons Buyer’s request or property, identifying those hazards and giving full details of any precautions to be taken by the Company on the delivery refusal. Seller may also demand immediate payment of such Goods items as well as the Products themselves. In instances of bulk carload, tank truck, and their subsequent storage or handlingtank car shipments, Seller’s weights shall govern. The Supplier Products shall notify be packed for shipment in Seller’s standard packing. Buyer shall be responsible for promptly inspecting all Products to ensure that there are no “Deficiencies,” specifically that: (a) the Company in writing Products were delivered without damage; and (b) the correct amounts, concentration levels, and types of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possessionProducts were delivered. BUYER SHALL NOTIFY SELLER, use or onward supply of the Goods.IN WRITING, OF ANY DEFICIENCIES WITHIN FIVE (5)

Delivery. 4.1 The Supplier shall deliver 7.1 Stertil reserves the Supplies in accordance with right to elect the instructions and date(s) specified in the Authorizing Document (or, to the extent that no date or timescale is specified, then within 14 days after the date means of this Agreement or at such other time as the Company may approve in writing or reasonably request). Time is of the essence transport for delivery of the SuppliesGoods. The Supplier shall, and shall procure that the Supplier Personnel shall, (without further Where Purchaser requests a special method of delivery Purchaser accepts liability for those costs which will be added to the Company) devote such of their time, attention invoice. Goods will be delivered ex-works Stertil Incoterms 2000 if and ability to the Supplies (including any overtime or additional shifts required) for as may be necessary to meet those timescales. If there is any likelihood that the Supplier or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, then, without prejudice to any of the Company’s far no specific other rights or remedies, the Supplier shall promptly give the Company advance notice of the nature and effects of the circumstances in question and a best estimate of the duration of such circumstancesterm has been agreed upon. 4.2 The Supplier shall ensure that: (a) any Goods are marked and delivered in accordance with the Company’s instructions and any applicable regulations or requirements of the carrier and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course; and (b) any 7.2 Any dates quoted for delivery of Goods is accompanied by a delivery note which shows the Authorizing Document number, date of order, number of packages are approximate only and contents and, in the case of part delivery, the outstanding balance remaining to be delivered. 4.3 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company. 4.4 The Company and, if applicable, the Supplier shall inspect the Goods as soon as practicable following delivery and agree an inventory of the quality and quantity delivered. The Company Stertil shall not be liable for any damage found on such inspection. If the Company delay in its reasonable opinion considers any delivery of the Goods to be in an unsuitable condition or of the wrong quantity either on howsoever caused. Time for delivery or subsequently, the Company shall notify the Supplier, which shall promptly arrange the repair, remedy, correction or replacement of such Goods within 24 hours following the time of the Company’s so notifying the Supplier. If the Supplier has not fully repaired, remedied, corrected or replaced (as appropriate) such Goods by the expiry of such 24-hour period, the Company shall be entitled to enforce the Company’s remedies under Clause 8 (Remedies). 4.5 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable. 4.6 The Company shall not be deemed of the essence. 7.3 Where Goods are to have accepted be delivered in instalments, each delivery shall constitute a separate contract and failure by Stertil to deliver any one or more of the instalments shall not entitle Purchaser to treat the Contract as a whole as repudiated. 7.4 If Stertil fails to deliver the Goods until it has had a for any reason other than any cause beyond Stertil’s reasonable period of time control or Purchaser’s fault, and Stertil is accordingly liable to inspect them following delivery orPurchaser, Stertil’s liability shall be limited to the excess (if later, within a reasonable period of time after any latent defect in them has become apparent. 4.7 The Supplier shall give the Company prior written notice any) of the delivery under this Agreement cost to Purchaser (in the cheapest available market) of any Goods having a hazard similar goods to replace those not delivered over the health and safety of persons or property, identifying those hazards and giving full details of any precautions to be taken by the Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply price of the Goods. 7.5 If delivery of the Goods is refused Purchaser shall, without prejudice to any other right or remedy available to Stertil, be liable for all carriage, handling and stocking charges incurred. 7.6 Without waiving any other rights or remedies Stertil may have, Stertil may, at its option, defer shipment or deliveries hereunder, or under any other contract with Purchaser, subject to satisfactory settlement of delinquent amounts due to Stertil. 8.1 Where Goods are consigned or sent to Purchaser or his agent, no claim will be accepted by Stertil and it shall not be liable, insofar as the negligence of itself, its servants or agents can be established for: (a) GOODS DAMAGED IN TRANSIT, unless the Stertil and the carrier are notified in writing within 10 days of delivery;

Delivery. 4.1 The Unless otherwise agreed between MARELLI and Supplier, Supplier shall deliver, and MARELLI shall accept, the Products on DDP basis as defined in the International Commercial Terms (Incoterms 2010) of the International Chamber of Commerce subject to amendments in part hereof. 4.2 MARELLI may issue one or more Firm Order(s) to Supplier specifying the quantities of the Products to be purchased and the required delivery dates. 4.3 Supplier shall deliver the Supplies in accordance with the instructions and date(s) specified Products to MARELLI in the Authorizing Document quantity and by the time specified by MARELLI. Supplier’s obligations relating to the time for production and/or delivery of the Products are integral parts of and constitute conditions of this Agreement. In the event that the delivery of the Products to MARELLI is likely to be delayed, Supplier shall notify MARELLI thereof in advance; provided that such notice shall not release Supplier from its liabilities for all costs, losses and consequential damages resulting from incomplete or delayed delivery; without prejudice to MARELLI’s other available rights and remedies, MARELLI shall have the right to reject in whole or in part the delivery of the Products. Supplier is responsible for all costs (orincluding those arising out of currency fluctuations) and losses (including loss of profits), as reasonably calculated by MARELLI, due to incomplete or delayed delivery. 4.4 Shipments in excess of quantities specified by MARELLI may be returned to Supplier, and Supplier shall pay MARELLI for all return handling and transportation expenses. MARELLI reserves the right to accept, at its sole discretion, in whole or in part, any Products delivered in excess of those specified by MARELLI and may, but shall not be obliged to, make such payment as MARELLI considers appropriate in respect of the excess Products. MARELLI shall not be obliged to give notice to Supplier of its acceptance or rejection of any Products delivered in excess of those specified. 4.5 MARELLI reserves the right, at its sole discretion, to the extent that no date or timescale is specified, then within 14 days after the date of place emergency orders in addition to regular orders placed from time to time under this Agreement or at to require Supplier to deliver the Products earlier than the time originally specified by MARELLI. In any such other time as the Company may approve case Supplier shall use its best efforts to comply with such emergency orders or revised timetable. 4.6 Supplier shall timely and accurately fulfill all requests by MARELLI, or its designated agents, for country of origin certification for all Products supplied to MARELLI whether or not preferential origin or tariff treatment applies. This includes, for example, but without limitation, national or international certifications and data for various and applicable Free Trade Agreements, Generalized System of Preferences, Average Fuel Economy and Labeling etc. 4.7 Partial deliveries are not allowed, unless so agreed in writing by the Parties. 4.8 Supplier shall supply, together with the delivery, all necessary documents needed for Products usage (for example, user, technical and installation manuals, warranties, etc.). 4.9 Where not otherwise specified in writing, carriage of Products shall be fully at Supplier's own risk and expense. 4.10 In the event of: 1. missed or reasonably request). Time is delayed or not compliant delivery at the fault of the essence for Supplier; 2. delivery of at a place different from the Supplies. The Supplier shallone specified by MARELLI, and MARELLI shall have, in its sole discretion, the right to procure that the Supplier Personnel shallelsewhere, (without further liability to the Company) devote such of their at any time, attention in whole or in part, the Products ordered, at Supplier’s cost and ability to risks, with the Supplies (including sole obligation of notifying Supplier. 4.11 In any overtime or additional shifts required) as may be necessary to meet those timescales. If there is any likelihood that the Supplier or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, then, case and without prejudice to any further right or remedy, MARELLI shall have the right, but not the obligation, to charge to Supplier an amount equal to 1.5% of the Company’s other rights or remedies, the Supplier shall promptly give the Company advance notice total value of the nature and effects delayed Products shipments for every 5 business days of delay, provided that the maximum amount of such additional charges, applicable from time to time to any single delay may not exceed 10% of the circumstances in question and value of the undelivered Products. This amount represents a best simple estimate of the duration of such circumstances. 4.2 The damage agreed in advance by MARELLI and by Supplier and shall ensure that: (a) not preclude the right to MARELLI to claim compensation for any Goods are marked and delivered in accordance with the Company’s instructions and any applicable regulations or requirements of the carrier and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course; and (b) any delivery of Goods is accompanied by a delivery note which shows the Authorizing Document number, date of order, number of packages and contents further damage and, in the case of part deliveryexceeding this amount, the outstanding balance remaining to be deliveredterminate, with immediate effect, by simple communication, this Agreement. 4.3 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company. 4.4 The Company and, if applicable, the Supplier shall inspect the Goods as soon as practicable following delivery and agree an inventory of the quality and quantity delivered. The Company shall not be liable for any damage found on such inspection. If the Company in its reasonable opinion considers any of the Goods to be in an unsuitable condition or of the wrong quantity either on delivery or subsequently, the Company shall notify the Supplier, which shall promptly arrange the repair, remedy, correction or replacement of such Goods within 24 hours following the time of the Company’s so notifying the Supplier. If the Supplier has not fully repaired, remedied, corrected or replaced (as appropriate) such Goods by the expiry of such 24-hour period, the Company shall be entitled to enforce the Company’s remedies under Clause 8 (Remedies). 4.5 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable. 4.6 The Company shall not be deemed to have accepted the Goods until it has had a reasonable period of time to inspect them following delivery or, if later, within a reasonable period of time after any latent defect in them has become apparent. 4.7 The Supplier shall give the Company prior written notice of the delivery under this Agreement of any Goods having a hazard to the health and safety of persons or property, identifying those hazards and giving full details of any precautions to be taken by the Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods.

Delivery. 4.1 The Supplier shall deliver the Supplies in accordance with the instructions and date(s) specified in the Authorizing Document (or, 8.1 If Goods are to be delivered by Resolution IT to the extent that no date or timescale is specifiedCustomer, then within 14 days after the date of this Agreement or at such other time as the Company may approve in writing or reasonably request). Time is of the essence for delivery of the Supplies. The Supplier shall, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of their time, attention and ability to the Supplies (including any overtime or additional shifts required) as may be necessary to meet those timescales. If there is any likelihood that the Supplier or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, then, without prejudice to any of the Company’s other rights or remedies, the Supplier shall promptly give the Company advance notice of the nature and effects of the circumstances in question and a best estimate of the duration of such circumstances. 4.2 The Supplier shall ensure that: (a) any Goods are marked and delivered in accordance with the Company’s instructions and any applicable regulations or requirements of the carrier and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course; and (b) any delivery of Goods is accompanied by a delivery note which shows the Authorizing Document number, date of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered. 4.3 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges location set out in the Order. Unless it is otherwise agreed in writing, such Goods shall be delivered by any means chosen by Resolution IT and any other applicable charges pre-paid by the Supplier. The Company Resolution IT shall not be obliged under any obligation to carry out any work provide personnel, plant or power to enable assist the unloading of the Goods. 8.2 If the Customer is unable to take delivery of Supplies to take place. The Supplier shall offload the Goods, Resolution IT may at its sole discretion store the Goods at its own risk, as directed by but may be entitled to charge the CompanyCustomer its reasonable costs for doing so. 4.4 8.3 Resolution IT shall make reasonable endeavours to avoid delay but no responsibility is undertaken for meeting any specific delivery dates. Accordingly, no liability will be accepted for any direct or indirect loss which may be caused by delayed delivery whether brought about by a cause beyond the control of Resolution IT or not. 8.4 Resolution IT shall be entitled to deliver the Goods, Rented Equipment or Loaned Equipment in one or more consignments unless otherwise agreed. 8.5 The Company and, if applicable, the Supplier Customer shall inspect the Goods as soon as practicable following immediately on delivery thereof and agree an inventory shall within two Working Days from such delivery give Resolution IT notice of any matter or thing by reason whereof the quality and quantity delivered. The Company shall Customer may allege that the Goods are not be liable for any damage found on such inspectionin accordance with the Contract or are defective in material or workmanship. If the Company in its reasonable opinion considers any of Customer fails to give such notice the Goods shall be conclusively presumed to be in an unsuitable condition or of all respects in accordance with the wrong quantity either Contract and free from any defect which would be apparent on delivery or subsequently, any reasonable examination and the Company Customer shall notify the Supplier, which shall promptly arrange the repair, remedy, correction or replacement of such Goods within 24 hours following the time of the Company’s so notifying the Supplier. If the Supplier has not fully repaired, remedied, corrected or replaced (as appropriate) such Goods by the expiry of such 24-hour period, the Company shall be entitled to enforce the Company’s remedies under Clause 8 (Remedies). 4.5 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable. 4.6 The Company shall not be deemed to have accepted the Goods until it has had a accordingly. If the Customer establishes to Resolution IT's reasonable period of time satisfaction that the Goods are not in accordance with the Contract or are so defective, Resolution IT may elect to inspect them following delivery or, if later, within a reasonable period of time after any latent defect in them has become apparent. 4.7 The Supplier shall give repair the Company prior written notice of Goods or to replace the delivery under this Agreement of any Goods having a hazard or to refund the health and safety of persons or property, identifying those hazards and giving full details of any precautions to be taken by purchase price against the Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply return of the Goods. 8.6 If the Goods are lost or damaged in transit the Customer shall notify both Resolution IT and the carrier of the loss or damage within two Working Days of the delivery. 8.7 Resolution IT shall not be responsible for the installation of Goods, Rented Equipment or Loaned Equipment at the Customer’s site under the terms of this Supplement.

Delivery. 4.1 The Supplier shall deliver the Supplies in accordance with the instructions Seller acknowledges that all terms as to quantity, quality, specifications, and date(s) specified in the Authorizing Document (or, to the extent that no date or timescale is specified, then within 14 days after the date time of delivery are material elements of this Agreement or at such other time as the Company may approve in writing or reasonably request)Order and must be strictly complied with. Time is of the essence for with respect to delivery of goods covered by this Order. Delivery must be in strict compliance with the Supplies. The Supplier shall, schedule contained in this Order and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote be made by Seller at such times and places and of their time, attention such items and ability to the Supplies (including any overtime or additional shifts required) quantities as may be necessary specified by KUKA ASSEMBLY AND TEST. KUKA ASSEMBLY AND TEST shall have no liability to meet those timescalesSeller for goods delivered to KUKA ASSEMBLY AND TEST either later than the time, or in excess of the quantities, specified which goods may be returned by KUKA ASSEMBLY AND TEST to Seller at Seller's cost. Goods fabricated in excess or in advance of KUKA ASSEMBLY AND TEST's release are at Seller's sole risk. If there is any likelihood Seller encounters or anticipates difficulty in meeting the delivery schedule, Seller must immediately notify KUKA ASSEMBLY AND TEST in writing, giving pertinent details; provided, however, that the Supplier receipt of such data shall be for information purposes only and shall not be construed as a waiver by KUKA ASSEMBLY AND TEST of any scheduled delivery date or of any other rights or remedies provided by law or this Order. If Seller fails to make timely delivery of all or any Supplier Personnel will fail to provide portion of the goods covered by any Supplies within the applicable timeline for performancePurchase Order, then, without prejudice to or if any of the Company’s other rights goods delivered to KUKA ASSEMBLY AND TEST are defective or remediesnot in conformity with any Purchase Order, then KUKA ASSEMBLY AND TEST may retain all or any portion of the goods delivered and return, at Seller's sole cost and expense, those goods not retained- all without waiver of any claim KUKA ASSEMBLY AND TEST may have against Seller for Seller's breach including, without limitation, the Supplier shall promptly give right to damages and the Company advance notice right to cancel any Purchase Order. A breach of the nature either these Terms and effects Conditions or any Purchase Order by Seller will also constitute a breach by Seller of the circumstances in question any other Purchase Order between Seller and a best estimate of the duration of such circumstances. 4.2 The Supplier shall ensure that: (a) any Goods are marked and delivered in accordance with the Company’s instructions and any applicable regulations or requirements of the carrier and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course; and (b) any delivery of Goods is accompanied by a delivery note which shows the Authorizing Document number, date of order, number of packages and contents andKUKA ASSEMBLY AND TEST entitling KUKA ASSEMBLY AND TEST, in the case of part delivery, the outstanding balance remaining addition to be delivered. 4.3 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged remedies it may have, at law or in equity, to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Companycancel such other Purchase Orders. 4.4 The Company and, if applicable, the Supplier shall inspect the Goods as soon as practicable following delivery and agree an inventory of the quality and quantity delivered. The Company shall not be liable for any damage found on such inspection. If the Company in its reasonable opinion considers any of the Goods to be in an unsuitable condition or of the wrong quantity either on delivery or subsequently, the Company shall notify the Supplier, which shall promptly arrange the repair, remedy, correction or replacement of such Goods within 24 hours following the time of the Company’s so notifying the Supplier. If the Supplier has not fully repaired, remedied, corrected or replaced (as appropriate) such Goods by the expiry of such 24-hour period, the Company shall be entitled to enforce the Company’s remedies under Clause 8 (Remedies). 4.5 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable. 4.6 The Company shall not be deemed to have accepted the Goods until it has had a reasonable period of time to inspect them following delivery or, if later, within a reasonable period of time after any latent defect in them has become apparent. 4.7 The Supplier shall give the Company prior written notice of the delivery under this Agreement of any Goods having a hazard to the health and safety of persons or property, identifying those hazards and giving full details of any precautions to be taken by the Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods.

Delivery. 4.1 The Supplier 3.1 Unless agreed otherwise in writing, delivery of Goods from BIB to the Buyer shall deliver the Supplies always take place in accordance with the instructions and date(sIncoterm Ex Works, hereinafter: 'EXW' (or: warehouse Roermond or Oss) specified as referred to in the Authorizing Document Incoterms version 2020 of the International Chamber of Commerce (orICC). 3.2 Unless otherwise agreed in writing, the transport costs for the carriage of Goods from delivery shall be borne by the Buyer. 3.3 The delivery and transfer of the risk of the Goods (loss, theft, damage, defects and damages) to the Buyer occurs by placing the Goods at the disposal of the Buyer or the first carrier from the BIB warehouse (location) in the Netherlands. If the Buyer places the Goods at BIB's disposal for further processing or completion, packaging or otherwise, these goods, insofar as BIB has not yet fulfilled its obligations in respect of these goods, remain entirely for the account and risk of the Buyer, except if the damage or destruction of these goods is attributable to a failure attributable to BIB. 3.4 The delivery times indicated by BIB are always approximate and are not deadlines. 3.5 BIB is entitled to make partial deliveries and to invoice the Buyer separately for each partial delivery. In case of cross-border deliveries, in deviation from article 73 section 2 and section 3 of the Vienna Sales Convention, each delivery is to be regarded as a separate contract. 3.6 Deliveries in excess or short of the agreed number of Goods shall be permitted at a rate of 10%. The excess or shortfall of the number delivered shall be charged or settled respectively. 3.7 In the event of a delay in delivery due to circumstances of any kind, the delivery period will be extended by the duration of the delay. BIB will inform the Buyer in good time of any delay. A delay in delivery does not give the Buyer the right to terminate the contract in whole or in part, to the extent that no date suspend his obligations towards BIB, or timescale is specified, then within 14 days after the date of this Agreement or at such other time as the Company may approve in writing or reasonably request). Time is of the essence for to claim damages. 3.8 The Buyer shall be obliged to take delivery of the Supplies. The Supplier shall, and shall procure that Goods at the Supplier Personnel shall, (without further liability moment when they are delivered to him or at the Company) devote such of their time, attention and ability moment when they are made available to the Supplies (including any overtime or additional shifts required) as may be necessary to meet those timescales. If there is any likelihood that the Supplier or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, then, without prejudice to any of the Company’s other rights or remedies, the Supplier shall promptly give the Company advance notice of the nature and effects of the circumstances in question and a best estimate of the duration of such circumstances. 4.2 The Supplier shall ensure that: (a) any Goods are marked and delivered him in accordance with the Company’s instructions and any applicable regulations or requirements of the carrier and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course; and (b) any delivery of Goods is accompanied by a delivery note which shows the Authorizing Document number, date of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered. 4.3 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company. 4.4 The Company and, if applicable, the Supplier shall inspect the Goods as soon as practicable following delivery and agree an inventory of the quality and quantity delivered. The Company shall not be liable for any damage found on such inspectionAgreement. If the Company in its reasonable opinion considers any Buyer has not taken delivery at the agreed time or agreed place, or fails to provide information or instructions necessary for delivery, Goods will be stored at the risk of the Goods to be in an unsuitable condition or of the wrong quantity either on delivery or subsequently, the Company shall notify the Supplier, which shall promptly arrange the repair, remedy, correction or replacement of Buyer. In such Goods within 24 hours following the time of the Company’s so notifying the Supplier. If the Supplier has not fully repaired, remedied, corrected or replaced (as appropriate) such Goods by the expiry of such 24-hour period, the Company case BIB shall be entitled to enforce charge both the Company’s remedies under Clause 8 agreed costs and all additional costs (Remedies). 4.5 Unless otherwise specified, including in any case storage costs) to the Supplier shall be responsible for installing, commissioning and decommissioning Buyer at the Goods, as applicable. 4.6 The Company shall not be deemed to have accepted time the Goods until it has had a reasonable period of time to inspect them following delivery or, if later, within a reasonable period of time after any latent defect in them has become apparent. 4.7 The Supplier shall give the Company prior written notice of the delivery under this Agreement of any Goods having a hazard are delivered or made available to the health and safety of persons or property, identifying those hazards and giving full details of any precautions to be taken by the Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the GoodsBuyer.

Delivery. 4.1 The Supplier shall deliver the Supplies in accordance with the instructions and date(s) specified in the Authorizing Document (orSeller will endeavour to dispatch Goods on an agreed delivery date. However, to the extent that no date or timescale is specified, then within 14 days after the date of this Agreement or at such other time as the Company may approve in writing or reasonably request)all delivery times quoted are estimates only. Time is of delivery shall not be of the essence for of the contract. 4.2 If the Seller fails to deliver within a reasonable time, the Buyer may (by informing the Seller in writing) cancel the contract, however: 4.2.1 The Buyer may not cancel if notice is received by the Seller after the Goods have been dispatched. 4.2.2 If the Buyer cancels the contract, the Buyer can have no further claim against the Seller under that contract. 4.3 If the Buyer accepts delivery of the Supplies. The Supplier shallGoods after the estimated delivery time, and shall procure it will be on the basis that the Supplier Personnel shall, (without further liability to Buyer has no claim against the Company) devote such of their time, attention and ability to the Supplies Seller for delay (including any overtime indirect or additional shifts required) as may be necessary to meet those timescales. If there is any likelihood that consequential loss, or increase in the Supplier or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, then, without prejudice to any price of the Company’s other rights or remedies, the Supplier shall promptly give the Company advance notice of the nature and effects of the circumstances in question and a best estimate of the duration of such circumstancesGoods). 4.2 4.4 Unless otherwise agreed in writing the Seller may deliver the Goods in instalments over a maximum 12-month period. Each instalment is treated as a separate contract. 4.5 The Supplier shall ensure that: (a) any Seller may deliver the Goods are marked in quantities of 10% more or less than the quantity ordered and delivered in accordance with charge the Company’s instructions and any applicable regulations or requirements of Buyer for the carrier and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course; and (b) any delivery of Goods is accompanied by a delivery note which shows the Authorizing Document number, date of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be quantity actually delivered. 4.3 Unless otherwise agreed by 4.6 If short delivery occurs the Company in writing, all Buyer may not reject the Goods but shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company. 4.4 The Company and, if applicable, the Supplier shall inspect accept the Goods as soon as practicable following delivery and agree an inventory part performance of the quality contract, and quantity delivered. The Company a pro-rata adjustment to the price shall not be liable for any damage found on such inspection. made. 4.7 If the Company in its reasonable opinion considers any Buyer fails to take delivery of the Goods to be in an unsuitable condition or of on the wrong quantity either on agreed delivery or subsequentlydate or, if no specific delivery date has been agreed, when the Goods are ready for dispatch, the Company shall notify the Supplier, which shall promptly arrange the repair, remedy, correction or replacement of such Goods within 24 hours following the time of the Company’s so notifying the Supplier. If the Supplier has not fully repaired, remedied, corrected or replaced (as appropriate) such Goods by the expiry of such 24-hour period, the Company Seller shall be entitled to enforce store and insure the Company’s remedies under Clause 8 (Remedies)Goods and to charge the Buyer the reasonable costs of doing so. 4.5 Unless otherwise specified4.8 If the Seller fails to deliver for any reason other than any cause beyond the Seller’s reasonable control or the Buyer’s fault and the Seller is accordingly liable to the Buyer, the Supplier Seller’s liability shall be responsible for installing, commissioning and decommissioning limited to the Goods, as applicable. 4.6 The Company shall not be deemed to have accepted the Goods until it has had a reasonable period of time to inspect them following delivery or, excess (if later, within a reasonable period of time after any latent defect in them has become apparent. 4.7 The Supplier shall give the Company prior written notice any) of the delivery under this Agreement of any Goods having a hazard cost to the health and safety Buyer of persons or property, identifying similar Goods (in the cheapest available market) to replace those hazards and giving full details of any precautions to be taken by not delivered over the Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply price of the Goods.

Delivery. 4.1 The Supplier shall deliver the Supplies in accordance with the instructions and date(s) specified in the Authorizing Document (or, to the extent that no date or timescale is specified, then within 14 days after the date of this Agreement or at such other time as the Company may approve in writing or reasonably request). Time is of the essence for delivery of the Supplies7.1. The Supplier shall, and Goods shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of their time, attention and ability to the Supplies (including any overtime or additional shifts required) as may be necessary to meet those timescales. If there is any likelihood that the Supplier or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, then, without prejudice to any of the Company’s other rights or remedies, the Supplier shall promptly give the Company advance notice of the nature and effects of the circumstances in question and a best estimate of the duration of such circumstances. 4.2 The Supplier shall ensure that: (a) any Goods are marked and delivered in accordance with the Company’s instructions and any applicable regulations or requirements terms stated overleaf. Where the terms of delivery are not stated overleaf, then delivery of the carrier and properly packed and secured so as to reach their destination in an undamaged condition in Goods shall be made by the ordinary course; and (b) Buyer collecting the Goods at the Seller’s premises at any time after the Seller has notified the Buyer that the Goods are ready for collection or, if some other place for delivery of Goods is accompanied by a delivery note which shows the Authorizing Document number, date of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered. 4.3 Unless otherwise agreed by the Company in writingSeller, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the SupplierSeller delivering the Goods to that place. 7.2. The Company shall not be obliged to carry out any work to enable date for delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by stated overleaf is only an estimate and the Company. 4.4 The Company and, if applicable, the Supplier shall inspect the Goods as soon as practicable following delivery and agree an inventory of the quality and quantity delivered. The Company Seller shall not be liable for any damage found delay in delivery of the Goods however caused. Time for delivery shall not be of the essence of the Contract unless previously agreed by the Seller in writing. The Goods may be delivered or shipped by the Seller in advance of the date of delivery stated overleaf on such inspectiongiving reasonable notice to the Buyer. 7.3. Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Terms or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated. 7.4. If the Company in its reasonable opinion considers Seller fails to deliver the Goods (or any instalment) for any reason other than any cause due to Force Majeure or the Buyer’s fault, and the Seller is accordingly liable to the Buyer, the Seller’s liability shall be limited to the excess (if any) of the Goods to be in an unsuitable condition or of the wrong quantity either on delivery or subsequently, the Company shall notify the Supplier, which shall promptly arrange the repair, remedy, correction or replacement of such Goods within 24 hours following the time of the Company’s so notifying the Supplier. If the Supplier has not fully repaired, remedied, corrected or replaced (as appropriate) such Goods by the expiry of such 24-hour period, the Company shall be entitled to enforce the Company’s remedies under Clause 8 (Remedies). 4.5 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable. 4.6 The Company shall not be deemed to have accepted the Goods until it has had a reasonable period of time to inspect them following delivery or, if later, within a reasonable period of time after any latent defect in them has become apparent. 4.7 The Supplier shall give the Company prior written notice of the delivery under this Agreement of any Goods having a hazard cost to the health and safety Buyer (in the cheapest available market) of persons or property, identifying similar goods to replace those hazards and giving full details of any precautions to be taken by not delivered over the Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply price of the Goods. 7.5. If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions prior to delivery (otherwise than by reason of the Seller’s fault) then, without limiting any other right or remedy available to the Seller, the Seller may: (a) store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or (b) sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract.

Delivery. 4.1 The Supplier Unless otherwise agreed in writing, all deliveries of Products shall deliver be made Free Carrier (FCA) in accordance with ICC’s Incoterms (2020 edition). All risks of loss or damage to the Supplies Products shall pass from the Seller to the Buyer when the Products are delivered to the Buyer in accordance with the instructions and date(s) specified agreed trade term as defined in the Authorizing Document ICC's Incoterms (or, to the extent that no date or timescale is specified, then within 14 days after the date of this Agreement or at such other time as the Company may approve in writing or reasonably request2020 edition). Time is The Buyer will make payment in accordance with clause 4 of the essence these Standard Terms and Conditions. Times specified for delivery of the SuppliesProducts are given and intended as estimates only unless otherwise agreed in writing. The Supplier shall, and shall procure that applicable delivery times are those indicated in the Supplier Personnel shall, (without further liability to the Company) devote such acknowledgement of their time, attention and ability to the Supplies (including any overtime or additional shifts required) as may be necessary to meet those timescales. If there is any likelihood that the Supplier or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, then, without prejudice to any receipt of the Company’s other rights or remediesorders. The delivery times run from the date of the acknowledgement of receipt of the order. Where a firm time for delivery has been expressly agreed upon, the Supplier shall promptly give the Company advance notice of the nature and effects of the circumstances in question and a best estimate of the duration of such circumstances. 4.2 The Supplier shall ensure that: (a) any Goods are marked and delivered in accordance with the Company’s instructions and any applicable regulations or requirements of the carrier and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course; and (b) any delivery of Goods is accompanied by a delivery note which shows the Authorizing Document number, date of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered. 4.3 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company. 4.4 The Company and, if applicable, the Supplier shall inspect the Goods as soon as practicable following delivery and agree an inventory of the quality and quantity delivered. The Company shall not be liable for any damage found on such inspection. If the Company in its reasonable opinion considers any of the Goods to be in an unsuitable condition or of the wrong quantity either on delivery or subsequently, the Company shall notify the Supplier, which shall promptly arrange the repair, remedy, correction or replacement of such Goods within 24 hours following the time of the Company’s so notifying the Supplier. If the Supplier has not fully repaired, remedied, corrected or replaced (as appropriate) such Goods by the expiry of such 24-hour period, the Company Buyer shall be entitled to enforce cancel the Company’s remedies under Clause 8 Contract by serving written notice to the Seller only if the delivery has been delayed by more than thirty (Remedies). 4.5 Unless otherwise specified30) days. If a new time for delivery has been agreed upon with Buyer after Seller has given an early warning of probable delayed delivery, the Supplier thirty (30) day period shall run from the new time for delivery agreed upon. In no event shall the Seller be responsible liable for installingindirect, commissioning special, consequential or financial damages arising out of or in connection with the late delivery of the Products. The Buyer shall inspect or have inspected the Products delivered and decommissioning shall notify the GoodsSeller in writing of any discrepancy regarding the quantity, as applicable. 4.6 The Company specification or quality of the Products to the order within fifteen (15) days of delivery of the Products. Once this time period has elapsed, the Buyer shall not be deemed to have accepted the Goods until it has had Products and shall have no warranty of conformity claim and no claim to compensation whatsoever. If a reasonable period notification is made within the fifteen (15) day period, the Seller shall repair or replace incorrect Products and/or deliver additional Products to meet the ordered quantity and the Buyer shall have no claim to compensation whatsoever. Freight and insurance cost for return of time non conforming Products to inspect them following delivery or, if later, within a reasonable period of time after the Seller will be borne by the Buyer. In case any latent defect in them has become apparent. 4.7 The Supplier shall give returned Product is being found on investigation by the Company prior written notice Seller to be conform to the specifications of the delivery under this Agreement of any Goods having a hazard order, the Seller is entitled to charge the health and safety of persons or property, identifying those hazards and giving full details of any precautions to be taken Buyer all costs incurred by the Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company Seller in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goodsconnection with ▇▇▇▇▇’s claim.

Delivery. 4.1 The Supplier 6.1 Delivery of the Goods shall deliver be made by the Supplies in accordance with Buyer collecting the instructions and date(s) specified Goods at the Seller’s premises at any time after the Seller has notified the Buyer that the Goods are ready for collection or, if some other place for delivery is stated in the Authorizing Document (orContract, by the Seller delivering the Goods to the extent that no date or timescale is specified, then within 14 days after the date of this Agreement or at such other time as the Company may approve in writing or reasonably request). Time is of the essence place. 6.2 Any dates quoted for delivery of the Supplies. The Supplier shall, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of their time, attention and ability to the Supplies (including any overtime or additional shifts required) as may be necessary to meet those timescales. If there is any likelihood that the Supplier or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, then, without prejudice to any of the Company’s other rights or remedies, the Supplier shall promptly give the Company advance notice of the nature and effects of the circumstances in question and a best estimate of the duration of such circumstances. 4.2 The Supplier shall ensure that: (a) any Goods are marked approximate only and delivered in accordance with the Company’s instructions and any applicable regulations or requirements of the carrier and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course; and (b) any delivery of Goods is accompanied by a delivery note which shows the Authorizing Document number, date of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered. 4.3 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company. 4.4 The Company and, if applicable, the Supplier shall inspect the Goods as soon as practicable following delivery and agree an inventory of the quality and quantity delivered. The Company Seller shall not be liable for any damage found on such inspection. If the Company delay in its reasonable opinion considers any delivery or installation of the Goods to be in an unsuitable condition or of the wrong quantity either on however caused. Time for delivery or subsequently, the Company shall notify the Supplier, which shall promptly arrange the repair, remedy, correction or replacement of such Goods within 24 hours following the time of the Company’s so notifying the Supplier. If the Supplier has not fully repaired, remedied, corrected or replaced (as appropriate) such Goods by the expiry of such 24-hour period, the Company shall be entitled to enforce the Company’s remedies under Clause 8 (Remedies). 4.5 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable. 4.6 The Company shall not be deemed of the essence of the Contract. The Goods may be delivered by the Seller in advance of the quoted delivery date on giving reasonable notice to have accepted the Buyer. 6.3 Where the Goods until it has had are to be delivered in instalments, each delivery shall constitute a reasonable period separate contract and failure by the Seller to deliver any one or more of time the instalments in accordance with these Terms or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to inspect them following delivery or, if later, within treat the Contract as a reasonable period of time after any latent defect in them has become apparentwhole as repudiated. 4.7 The Supplier 6.4 If the Seller fails to deliver the Goods (or any instalment) for any reason other than any cause beyond the Seller’s reasonable control or the Buyer’s fault, and the Seller is accordingly liable to the Buyer, the Seller’s liability shall give be limited to the Company prior written notice excess (if any) of the delivery under this Agreement of any Goods having a hazard cost to the health and safety Buyer (in the cheapest available market) of persons or property, identifying similar goods to replace those hazards and giving full details of any precautions to be taken by not delivered over the Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply price of the Goods. 6.5 If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Seller’s fault) then, without limiting any other right or remedy available to the Seller, the Seller may: 6.5.1 store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or 6.5.2 sell the Goods at the best price readily obtainable and charge the Buyer for any shortfall below the price payable under the Contract. 6.6 If the Seller delivers to the Buyer a quantity of Goods up to [5]% more or less than the quantity ordered the Buyer shall not be entitled to object to or reject the Goods by reason of the surplus or shortfall and shall pay for such Goods on a pro rata basis.

Delivery. 4.1 Where the Goods are to be sourced by the Supplier from a country outside the United Kingdom the provisions of Clause 4.1 – 4.3 will (subject to any special terms agreed in writing between the parties) apply despite any other provision of the Contract. 4.2 Unless otherwise agreed in writing (email, letter, quotation or order acknowledgement) the currency for the Price will be pounds sterling. 4.3 The Supplier shall deliver the Supplies Goods to the Customer using the manner of Delivery nominated in the Supplier’s Quotation under the International Chamber of Commerce's (ICC) Incoterms® Rules 2020 (Incoterms® 2020) and the Supplier shall be under no obligation to give notice under section 32(3) of the Sale of Goods Act 1979; 4.4 The Goods are to be Delivered in accordance with the instructions and date(s) specified ICC terms agreed between the parties or as stated in the Authorizing Document (orquotations if not otherwise agreed where each term is defined in Incoterms® 2020 4.5 Any dates quoted for Delivery are approximate only, to and the extent that no date or timescale time of delivery is specified, then within 14 days after the date of this Agreement or at such other time as the Company may approve in writing or reasonably request). Time is not of the essence for delivery of the Suppliesessence. The Supplier shall, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of their time, attention and ability to the Supplies (including any overtime or additional shifts required) as may be necessary to meet those timescales. If there is any likelihood that the Supplier or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, then, without prejudice to any of the Company’s other rights or remedies, the Supplier shall promptly give the Company advance notice of the nature and effects of the circumstances in question and a best estimate of the duration of such circumstances. 4.2 The Supplier shall ensure that: (a) any Goods are marked and delivered in accordance with the Company’s instructions and any applicable regulations or requirements of the carrier and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course; and (b) any delivery of Goods is accompanied by a delivery note which shows the Authorizing Document number, date of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered. 4.3 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company. 4.4 The Company and, if applicable, the Supplier shall inspect the Goods as soon as practicable following delivery and agree an inventory of the quality and quantity delivered. The Company shall not be liable for any damage found on such inspection. If the Company delay in its reasonable opinion considers any delivery of the Goods caused by: (a) a Force Majeure Event; or (b) the Customer's failure to be in an unsuitable condition provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the wrong quantity either on delivery or subsequentlyGoods including without limitation, seeking to vary the Company shall notify rule under Incoterms® 2020 applying to Delivery; or (c) the Supplier, which shall promptly arrange the repair, remedy, correction or replacement of such Goods within 24 hours following the time inability of the Company’s so notifying Supplier for whatever reason to arrange carriage on commercial terms or at all. (d) customs withholding clearance of the Supplier. Goods or delaying clearance of the goods (whereupon any demurrage will be shared equally with Customer unless the clearance delay is that of the Customer or the products being shipped whereupon Customer will bear the costs in full) 4.7 If the Supplier has not fully repaired, remedied, corrected or replaced (as appropriate) such Goods by the expiry of such 24-hour period, the Company shall be entitled fails to enforce the Company’s remedies under Clause 8 (Remedies). 4.5 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning Deliver the Goods, as applicable. 4.6 The Company its liability shall not be deemed limited to have accepted the Goods until it has had a reasonable period costs and expenses incurred by the Customer in obtaining replacement goods of time to inspect them following delivery orexact description and quality in the cheapest market available, if later, within a reasonable period of time after any latent defect in them has become apparent. 4.7 The Supplier shall give less the Company prior written notice price of the delivery under this Agreement of any Goods having a hazard to the health and safety of persons or property, identifying those hazards and giving full details of any precautions to be taken by the Company on the delivery of such Goods and their subsequent storage or handlingGoods. The Supplier shall notify have no liability for any failure to Deliver the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating Goods to the possession, use extent that such failure is caused by a Force Majeure Event or onward the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods. 4.8 If the Customer fails to collect the Goods within three Business Days of the Supplier notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event: (a) Subject to the relevant Incoterms® 2020, Delivery of the Goods shall be deemed to have been completed at

Delivery. 4.1 The Supplier shall deliver Unless agreed otherwise in writing by the Supplies parties, all Goods are delivered FCA (“Free carrier” as defined in accordance with INCOTERMS 2020®) at the instructions and date(s) place specified in the Authorizing Document (or, to Order Confirmation. Buyer will provide at its expense adequate and appropriate equipment and manual labour for off-loading the extent that no date or timescale is specified, then within 14 days after the date of this Agreement or at such other time as the Company may approve in writing or reasonably request). Time is of the essence Goods. 4.2 Any dates quoted for delivery of the Supplies. The Supplier shallGoods or performance of Services are approximate only, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such time of their time, attention and ability to the Supplies (including any overtime or additional shifts required) as may be necessary to meet those timescales. If there delivery is any likelihood that the Supplier or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, then, without prejudice to any not of the Company’s other rights or remedies, the Supplier shall promptly give the Company advance notice of the nature and effects of the circumstances in question and a best estimate of the duration of such circumstancesessence. 4.2 The Supplier 4.3 In the event of delay in delivery, Buyer shall ensure that: give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods are marked and delivered in accordance with the Company’s instructions and any applicable regulations or requirements of the carrier and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course; and (b) any delivery the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of Goods is accompanied by a delivery note which shows the Authorizing Document number, date of order, number of packages similar description and contents and, quality in the case cheapest market available, less the Price of part delivery, the outstanding balance remaining to be delivered. 4.3 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Companyrelevant Goods. 4.4 The Company and, if applicable, the Supplier shall inspect the Goods as soon as practicable following delivery and agree an inventory of the quality and quantity delivered. The Company Seller shall not be liable for any damage found delay in delivery of the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the Goods or Services to be supplied on such inspectiontime (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will be deemed to have been delivered by the due date and Seller may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). If the Company in its reasonable opinion considers Following written notice to Buyer, Seller may also sell any of the Goods to be at the best price reasonably obtainable in an unsuitable condition or the circumstances and charge Buyer for any shortfall below the Price of the wrong quantity either on delivery or subsequently, Goods under the Company shall notify the Supplier, which shall promptly arrange the repair, remedy, correction or replacement of such Goods within 24 hours following the time of the Company’s so notifying the Supplier. If the Supplier has not fully repaired, remedied, corrected or replaced (as appropriate) such Goods by the expiry of such 24-hour period, the Company shall be entitled to enforce the Company’s remedies under Clause 8 (Remedies). 4.5 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicableContract. 4.6 The Company shall not be deemed to have accepted If Seller's delivery note or package labelling states that the Packages in which the Goods until it has had are delivered are returnable to Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a reasonable period of time to inspect them following delivery orcharge have been made by Seller. "Packages" shall include bulk tankers, if laterminibulks, within a reasonable period of time after any latent defect in them has become apparentflexis, crates, boxes or other containers and pallets. 4.7 The Supplier shall give the Company prior written notice of the delivery under this Agreement of any Goods having a hazard to the health and safety of persons or property, identifying those hazards and giving full details of any precautions to be taken by the Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods.

Delivery. 4.1 The Supplier 6.1 Solectron acknowledges and agrees that Solectron shall deliver make commercially reasonable efforts to meet the Supplies in accordance with target goal of 100% on-time delivery to Brocade's customer, defined as the instructions shipment of Product by Solectron within a maximum window of 0 days early and date(s0 days late based on the acknowledged delivery due date. This section, as appropriate, may be modified by an addendum to reflect specific Product requirements. 6.2 All shipments shall be F.O.B. origin (Solectron's dock). Title and risk of loss shall pass to Brocade upon Solectron's tendered delivery to the common carrier or Brocade's designee. 6.3 Upon learning of any potential delivery delays, Solectron will notify Brocade within one (1) business hour as to the cause and extent of such delay. 6.4 If Solectron fails to make deliveries at the specified time and such failure is caused by Solectron, Solectron will, at no additional cost to Brocade, employ accelerated measures such as material expediting fees, premium transportation costs, or labor overtime required to meet the specified delivery schedule or minimize the lateness of deliveries; however, [*]. 6.5 Should Brocade require Solectron to undertake export activity on behalf of Brocade, Brocade agrees to submit requested export information to Solectron pursuant to Solectron Guidelines for Brocade-Driven Export Shipments as provided in the Authorizing Document addenda. 6.6 All Products shall be packaged and prepared for shipment in a manner which (ori) follows the requirements set forth in Brocade's Purchase Order, (ii) follows good commercial practice, (iii) is acceptable to the extent that no date or timescale is specified, then within 14 days after the date of this Agreement or at such other time as the Company may approve in writing or reasonably request). Time is of the essence common carriers for delivery of the Supplies. The Supplier shallshipment, and (iv) is adequate to ensure safe arrival. Each shipment shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of their time, attention and ability to the Supplies (including any overtime or additional shifts required) as may be necessary to meet those timescales. If there is any likelihood that the Supplier or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, then, without prejudice to any of the Company’s other rights or remedies, the Supplier shall promptly give the Company advance notice of the nature and effects of the circumstances in question and a best estimate of the duration of such circumstances. 4.2 The Supplier shall ensure that: (a) any Goods are marked and delivered in accordance with the Company’s instructions and any applicable regulations or requirements of the carrier and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course; and (b) any delivery of Goods is accompanied by a delivery note which shows packing slip that includes Brocade's part numbers, purchase order number and the Authorizing Document number, date of order, number of packages quantity shipped. * Certain information on this page has been omitted and contents and, in filed separately with the case of part delivery, the outstanding balance remaining to be delivered. 4.3 Unless otherwise agreed by the Company in writing, all Goods shall be delivered Commission. Confidential treatment has been requested with respect to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Companyomitted portions. 4.4 The Company and, if applicable, the Supplier shall inspect the Goods as soon as practicable following delivery and agree an inventory of the quality and quantity delivered. The Company shall not be liable for any damage found on such inspection. If the Company in its reasonable opinion considers any of the Goods to be in an unsuitable condition or of the wrong quantity either on delivery or subsequently, the Company shall notify the Supplier, which shall promptly arrange the repair, remedy, correction or replacement of such Goods within 24 hours following the time of the Company’s so notifying the Supplier. If the Supplier has not fully repaired, remedied, corrected or replaced (as appropriate) such Goods by the expiry of such 24-hour period, the Company shall be entitled to enforce the Company’s remedies under Clause 8 (Remedies). 4.5 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable. 4.6 The Company shall not be deemed to have accepted the Goods until it has had a reasonable period of time to inspect them following delivery or, if later, within a reasonable period of time after any latent defect in them has become apparent. 4.7 The Supplier shall give the Company prior written notice of the delivery under this Agreement of any Goods having a hazard to the health and safety of persons or property, identifying those hazards and giving full details of any precautions to be taken by the Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods.

Delivery. 4.1 The Supplier shall deliver the Supplies 6.1 Except as otherwise agreed by both parties in accordance with the instructions and date(swriting all Goods are delivered EXW (ex works) specified Seller’s manufacturing plant stated in the Authorizing Document relevant purchase order. EXW (orex works) is as defined in INCOTERMS 2010. The Buyer will provide at its expense adequate and appropriate equipment and manual labour for loading or off-loading (as appropriate) the Goods. 6.2 All delivery dates and times are estimates and not legally binding on the Seller, which will use its reasonable endeavours to make available for collection or deliver (as appropriate) on time. If no delivery dates and/or times are specified, delivery will be within a reasonable time. Time of delivery will not be of the essence. 6.3 The Seller will be deemed not to be in breach of the Contract, and (for the avoidance of doubt) will not be liable in contract, tort or otherwise howsoever and whatever the cause thereof, to the extent that no date Buyer for any direct, indirect or timescale is specifiedconsequential loss (all three of which terms include pure economic loss, then within 14 days after loss of profits, loss of business, depletion of goodwill and similar), costs, damages, charges or expenses caused directly or indirectly by any delay or failure in the date of this Agreement or at such other time as the Company may approve in writing or reasonably request). Time is of the essence for delivery of the Supplies. The Supplier shall, Goods (even if caused by the Seller’s negligence) except as set out in this Condition 8 and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of their time, attention and ability to the Supplies (including any overtime or additional shifts required) as may be necessary to meet those timescales. If there is any likelihood that the Supplier or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, then, without prejudice to any of the Company’s other rights or remedies, the Supplier shall promptly give the Company advance notice of the nature and effects of the circumstances in question and a best estimate of the duration of such circumstances. 4.2 The Supplier shall ensure that: (a) any Goods are marked and delivered in accordance with the Company’s instructions and any applicable regulations or requirements of the carrier and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course; and (b) any delivery of Goods is accompanied by a delivery note which shows the Authorizing Document number, date of order, number of packages and contents and, in the case of part deliveryits wilful default or fraud. 6.4 Any additional costs incurred by the Seller for express deliveries undertaken at the request of the Buyer are for the account of the Buyer and will be added to the Prices and invoiced in accordance with Condition 13.2. 6.5 Any delay in delivery will not entitle the Buyer to cancel the purchase order. The Seller shall be entitled to perform two different delivery attempts should the first attempt fail due to a reason attributable to the Seller. In the event the second attempt also fails, due to a reason attributable to the Seller, the outstanding balance remaining Buyer shall be entitled to withdraw the purchase order provided the Buyer has given 15 days’ written notice to the Seller requiring the delivery to be deliveredmade and the Seller has not fulfilled the delivery within that period. If the Buyer cancels the purchase order in accordance with this Condition 6.5 then: 6.5.1 the Seller will refund the Buyer any sums which the Buyer has paid to the Seller in respect of that purchase order or part of the purchase order which has been cancelled; and 6.5.2 the Buyer will be under no liability to make any payments under Condition 13 in respect of that purchase order or part of the purchase order which has been cancelled. 4.3 Unless otherwise agreed 6.6 Subject to Condition 11, in the event of non-delivery of the Goods following the service of a written notice by the Company in writing, all Goods shall Buyer under Condition 6.5 the Seller’s liability for such non-delivery will be delivered limited to the Premises during business hours with transportation charges reasonable and any other applicable charges pre-paid proper costs and expenses incurred by the SupplierBuyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant Goods. The Company shall not be obliged If the Buyer fails to carry out any work to enable provide written notice of non-delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company. 4.4 The Company and, if applicablein accordance with Condition 6.5, the Supplier Seller shall inspect have no liability whatsoever to the Goods as soon as practicable following Buyer for such non-delivery and agree an inventory of the quality and quantity delivered. The Company Buyer shall not be liable for any damage found on such inspection. the Price of the Goods. 6.7 If the Company in its reasonable opinion considers Buyer refuses or fails to take delivery of any of the Goods to be in an unsuitable condition when they are ready or of the wrong quantity either on tendered for delivery or subsequently, the Company shall notify the Supplier, which shall promptly arrange the repair, remedy, correction or replacement of such Goods within 24 hours following the time of the Company’s so notifying the Supplier. If the Supplier has not fully repaired, remedied, corrected or replaced (as appropriate) such or to provide any instructions, documents, licences or authorisations required to enable the Goods by to be delivered on time (except solely on account of the expiry of such 24-hour periodSeller’s default), the Company shall be entitled to enforce the Company’s remedies under Clause 8 (Remedies). 4.5 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable. 4.6 The Company shall not Goods will be deemed to have accepted been delivered on or by the due date and (without prejudice to its other rights) the Seller may: 6.7.1 store or arrange for storage of the Goods until it has had a reasonable period of time to inspect them actual delivery or sale in accordance with Condition 6.7.2 and charge the Buyer for all related costs and expenses (including storage and insurance); and/or 6.7.2 following delivery or, if later, within a reasonable period of time after any latent defect in them has become apparent. 4.7 The Supplier shall give the Company prior written notice to the Buyer, sell any of the delivery Goods at the best price reasonably obtainable in the circumstances and charge the Buyer for any shortfall below the Price of the Goods under this Agreement of the Contract, having taken into account any Goods having a hazard charges related to the health sale and safety of persons or property, identifying those hazards and giving full details of any precautions charges referred to be taken by the Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the GoodsCondition 6.7.1.

Delivery. 4.1 8.1 Except as otherwise agreed by both parties in writing all Goods are delivered EXW (ex works) Seller’s manufacturing plant stated in the relevant purchase order. EXW (ex works) is as defined in INCOTERMS 2010. The Supplier shall Buyer will provide at its expense adequate and appropriate equipment and manual labour for loading or off-loading (as appropriate) the Goods. 8.2 All delivery dates and times are estimates and not legally binding on the Seller, which will use its reasonable endeavours to make available for collection or deliver (as appropriate) on time. If no delivery dates and/or times are specified, delivery will be within a reasonable time. Time of delivery will not be of the Supplies essence. 8.3 The Seller will be deemed not to be in breach of the Contract, and (for the avoidance of doubt) will not be liable, in contract, tort or otherwise howsoever and whatever the cause thereof, to the Buyer for any direct, indirect or consequential loss (all three of which terms include pure economic loss, loss of profits, loss of business, loss of contracts, loss of anticipated savings, depletion of goodwill and similar), costs, damages, charges or expenses caused directly or indirectly by any delay or failure in the delivery of the Goods (even if caused by the Seller’s negligence) except as set out in this Condition 8. 8.4 Any additional costs incurred by the Seller for express deliveries undertaken at the request of the Buyer are for the account of the Buyer and will be added to the Prices and invoiced in accordance with Condition 14.2. 8.5 Any delay in delivery will not entitle the instructions and date(s) specified Buyer to cancel the purchase order 8.5.1 the Seller will refund the Buyer any sums which the Buyer has paid to the Seller in respect of that purchase order or part of the purchase order which has been cancelled; and 8.5.2 the Buyer will be under no liability to make any payments under Condition 14 in respect of that purchase order or part of the purchase order which has been cancelled. 8.6 Subject to Condition 12, in the Authorizing Document (orevent of non-delivery of the Goods following the service of a written notice by the Buyer under Condition 8.5 the Seller’s liability for such non-delivery will be limited to the reasonable and proper costs and expenses incurred by the Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant Goods. The Seller will have no liability for any failure to deliver to the extent that no date such failure is caused by the Buyer’s failure to provide the Seller with adequate delivery instructions or timescale is specified, then within 14 days after any other instructions that are relevant to the date of this Agreement or at such other time as the Company may approve in writing or reasonably request). Time is supply of the essence for delivery of the Supplies. The Supplier shall, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of their time, attention and ability to the Supplies (including any overtime or additional shifts required) as may be necessary to meet those timescalesGoods. If there is any likelihood that the Supplier or any Supplier Personnel will fail Buyer fails to provide any Supplies within the applicable timeline for performance, then, without prejudice to any of the Company’s other rights or remedies, the Supplier shall promptly give the Company advance written notice of the nature and effects of the circumstances in question and a best estimate of the duration of such circumstances. 4.2 The Supplier shall ensure that: (a) any Goods are marked and delivered non- delivery in accordance with Condition 8.5, the Company’s instructions and any applicable regulations Seller shall have no liability whatsoever to the Buyer for such non-delivery. 8.7 If the Buyer refuses or requirements of the carrier and properly packed and secured so as fails to reach their destination in an undamaged condition in the ordinary course; and (b) any take delivery of Goods is accompanied by a delivery note which shows the Authorizing Document number, date of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered. 4.3 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company. 4.4 The Company and, if applicable, the Supplier shall inspect the Goods as soon as practicable following delivery and agree an inventory of the quality and quantity delivered. The Company shall not be liable for any damage found on such inspection. If the Company in its reasonable opinion considers any of the Goods to be in an unsuitable condition when they are ready or of the wrong quantity either on tendered for delivery or subsequently, the Company shall notify the Supplier, which shall promptly arrange the repair, remedy, correction or replacement of such Goods within 24 hours following the time of the Company’s so notifying the Supplier. If the Supplier has not fully repaired, remedied, corrected or replaced (as appropriate) such or to provide any instructions, documents, licences or authorisations required to enable the Goods by to be delivered on time (except solely on account of the expiry of such 24-hour periodSeller’s default), the Company shall be entitled to enforce the Company’s remedies under Clause 8 (Remedies). 4.5 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable. 4.6 The Company shall not Goods will be deemed to have accepted been delivered on or by the due date and (without prejudice to its other rights) the Seller may: 8.7.1 store or arrange for storage of the Goods until it has had a reasonable period actual delivery or sale in accordance with Condition 8.7.3 and charge the Buyer for all related costs and expenses (including storage and insurance); and/or 8.7.2 recover from the Buyer all wasted transport costs resulting from the Buyer’s refusal or failure to take delivery of time to inspect them the Goods when tendered for delivery; and/or 8.7.3 following delivery or, if later, within a reasonable period of time after any latent defect in them has become apparent. 4.7 The Supplier shall give the Company prior written notice to the Buyer, sell any of the delivery Goods at the best price reasonably obtainable in the circumstances and charge the Buyer for any shortfall below the Price of the Goods under this Agreement of the Contract, having taken into account any Goods having a hazard charges related to the health sale and safety of persons or property, identifying those hazards any charges referred to in Conditions 8.7.1. and giving full details of any precautions to be taken by the Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods8.7.2.

Delivery. 4.1 The Supplier 5.1 Delivery periods shall deliver only be binding if expressly agreed in writing. Unless otherwise agreed in the Supplies Contract, delivery periods shall begin on the effective date of the Contract provided that any required official certificates, approval, and permits are furnished by Seller. Delivery periods shall be deemed to be met on timely notification of readiness to ship if the Products cannot be dispatched in time through no fault of Seller’s own. 5.2 With respect to delivery periods and dates, which are not expressly defined as fixed in the Contract, Buyer shall, within two weeks after expiry of such delivery period or date, grant Seller an adequate grace period for delivery. Seller may only be deemed to be in default after expiry of such grace period. 5.3 Without prejudicing Seller’s rights arising from Buyer’s default, delivery periods and dates shall be deemed to be extended by the period of time during which Buyer fails to comply with its obligations to Seller. In case Seller does not comply with Seller’s obligations, Seller shall only be liable for all types of damages in accordance with the instructions Section 13 (Limited Liability) of these Terms and date(s) specified in the Authorizing Document (or, to the extent that no date or timescale is specified, then within 14 days after the date of this Agreement or at such other time as the Company may approve in writing or reasonably request). Time is of the essence for delivery of the Supplies. The Supplier shall, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of their time, attention and ability to the Supplies (including any overtime or additional shifts required) as may be necessary to meet those timescales. If there is any likelihood that the Supplier or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, then, without prejudice to any of the Company’s other rights or remedies, the Supplier shall promptly give the Company advance notice of the nature and effects of the circumstances in question and a best estimate of the duration of such circumstancesConditions. 4.2 The Supplier shall ensure that: (a) any Goods are marked and delivered in accordance with 5.4 Seller reserves the Company’s instructions and any applicable regulations or requirements of the carrier and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course; and (b) any delivery of Goods is accompanied by a delivery note which shows the Authorizing Document number, date of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered. 4.3 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged right to carry out any work to enable a delivery of Supplies to take place. The Supplier shall offload Goods at its using Seller’s own risk, as directed by the Companydelivery organization. 4.4 The Company and, 5.5 Buyer may rescind this Contract if applicable, Seller’s delivery delay is more than ninety (90) days unless the Supplier shall inspect the Goods as soon as practicable following delivery hindrance is merely temporary in nature and agree an inventory a delay would not unreasonably affect Buyer. 5.6 Seller may perform partial deliveries and render partial services if such action would not unreasonably affect Buyer. 5.7 Any contractual or statutory right of the quality and quantity delivered. The Company shall not be liable for any damage found on such inspection. If the Company in its reasonable opinion considers any of the Goods Buyer to be in an unsuitable condition or of the wrong quantity either on delivery or subsequently, the Company shall notify the Supplierrescind this Contract, which shall promptly arrange the repair, remedy, correction or replacement of such Goods within 24 hours following the time of the Company’s so notifying the Supplier. If the Supplier has not fully repaired, remedied, corrected or replaced (as appropriate) such Goods by the expiry of such 24-hour period, the Company shall be entitled Buyer fails to enforce the Company’s remedies under Clause 8 (Remedies). 4.5 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable. 4.6 The Company shall not be deemed to have accepted the Goods until it has had a reasonable period of time to inspect them following delivery or, if later, exercise within a reasonable period of time after any latent defect in them has become apparentset by Seller, shall be forfeited. 4.7 The Supplier shall give the Company prior written notice of the delivery under this Agreement of any Goods having a hazard to the health and safety of persons or property, identifying those hazards and giving full details of any precautions to be taken by the Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods.

Delivery. 4.1 The Supplier 1. Unless expressly agreed otherwise in writing, delivery shall deliver the Supplies always take place "ex works" in accordance with the instructions and date(s) specified Incoterms of the International Chamber of Commerce, 2020 edition, with Merinox's warehouse in Alblasserdam, the Authorizing Document (or, to the extent that no date or timescale is specified, then within 14 days after the date of this Agreement or at such other time Netherlands being regarded as the Company may approve in writing or reasonably request)works. 2. Time The Buyer is of the essence for obliged vis-à-vis Merinox to immediately take delivery of the Suppliespurchased goods as soon as Merinox has notified the Buyer that they are available for delivery. The Supplier shallIf the Buyer fails to comply with this obligation, the goods shall be deemed to have been delivered from the notification referred to in the first sentence of this paragraph, and from that time Merinox shall procure be entitled to store these goods at the Buyer's expense and risk. In that case, Merinox shall also have the Supplier Personnel shall, (without further liability right to invoice the Company) devote such of their time, attention and ability to Buyer for the Supplies (including any overtime or additional shifts required) as may be necessary to meet those timescales. If there is any likelihood that the Supplier or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, thengoods, without prejudice to any of the Company’s Merinox’ other rights or remedies, the Supplier shall promptly give the Company advance notice of the nature and effects of the circumstances in question and a best estimate of the duration of such circumstancesrights. 4.2 The Supplier shall ensure that: (a) any Goods 3. Agreed delivery dates - even if a specific end date or period has been agreed - are marked approximate and delivered are not final. In the event of late delivery other than as a result of force majeure, Merinox must be declared in accordance with the Company’s instructions and any applicable regulations or requirements of the carrier and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course; and (b) any delivery of Goods is accompanied by a delivery note which shows the Authorizing Document number, date of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered. 4.3 Unless otherwise agreed by the Company default in writing, whereby Merinox must be granted a reasonable period, which should not be shorter than two weeks at least, to be determined in consultation with it, within which Merinox can still perform. 4. Merinox shall at all Goods times be entitled to deliver the goods which must be delivered pursuant to the agreement in part and to invoice these part deliveries separately. 5. The meaning of delivery terms shall be delivered to interpreted on the Premises during business hours with transportation charges and any other applicable charges pre-paid by basis of the Supplier. The Company shall not be obliged to carry out any work to enable delivery Incoterms of Supplies to take place. The Supplier shall offload Goods at its own riskthe International Chamber of Commerce, as directed by 2020 Edition, unless expressly deviated from in the Companyagreement. 4.4 The Company and, if applicable, the Supplier shall inspect the Goods as soon as practicable following delivery and agree an inventory of the quality and quantity delivered. The Company shall not be liable for any damage found on such inspection6. If the Company in its reasonable opinion considers any Buyer wishes to return goods to Merinox, it shall require Merinox's prior written permission to do so. The costs of the Goods return shipment shall be payable by the Buyer, while the goods shall travel at the Buyer's risk. If, however, the goods are returned, following written permission from Merinox, within the context of an attributable failure on the part of Merinox, to be in an unsuitable condition or demonstrated by the Buyer, Merinox shall compensate the Buyer for the costs of returning the wrong quantity either on delivery or subsequentlygoods, provided the Buyer has demonstrated these costs and these costs are reasonable. In all cases, the Company Buyer shall notify properly insure the Supplierreturn shipment (or have it insured), which shall promptly arrange also for the repair, remedy, correction or replacement benefit of such Goods within 24 hours following the time of the Company’s so notifying the Supplier. If the Supplier has not fully repaired, remedied, corrected or replaced Merinox as (as appropriate) such Goods by the expiry of such 24-hour period, the Company shall be entitled to enforce the Company’s remedies under Clause 8 (Remedies)co-)insured. 4.5 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable. 4.6 The Company shall not be deemed to have accepted the Goods until it has had a reasonable period of time to inspect them following delivery or, if later, within a reasonable period of time after any latent defect in them has become apparent. 4.7 The Supplier shall give the Company prior written notice of the delivery under this Agreement of any Goods having a hazard to the health and safety of persons or property, identifying those hazards and giving full details of any precautions to be taken by the Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods.

Delivery. 4.1 The Supplier shall deliver Unless agreed otherwise in writing by the Supplies parties, all Goods are delivered FCA (“Free carrier” as defined in accordance with INCOTERMS 2020®) at the instructions and date(s) place specified in the Authorizing Document (or, to the extent that no date or timescale is specified, then within 14 days after the date of this Agreement or at such other time as the Company may approve in writing or reasonably request). Time is of the essence Order Confirmation. 4.2 Any dates quoted for delivery of the Supplies. The Supplier shallGoods or performance of Services are approximate only, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such time of their time, attention and ability to the Supplies (including any overtime or additional shifts required) as may be necessary to meet those timescales. If there delivery is any likelihood that the Supplier or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, then, without prejudice to any not of the Company’s other rights or remedies, the Supplier shall promptly give the Company advance notice of the nature and effects of the circumstances in question and a best estimate of the duration of such circumstancesessence. 4.2 The Supplier 4.3 In the event of delay in delivery, Buyer shall ensure that: give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s sole liability and Buyer’s exclusive remedy for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods are marked and delivered in accordance with the Company’s instructions and any applicable regulations or requirements of the carrier and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course; and (b) any delivery reimbursing Buyer for the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of Goods is accompanied by a delivery note which shows similar description and quality, at the Authorizing Document numberlowest available market price, date less the Price of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered. 4.3 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Companyrelevant Goods. 4.4 The Company and, if applicable, the Supplier shall inspect the Goods as soon as practicable following delivery and agree an inventory of the quality and quantity delivered. The Company Seller shall not be liable for any damage found delay in delivery of the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the Goods or Services to be supplied on such inspectiontime (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will be deemed to have been delivered by the due date and Seller may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). If the Company in its reasonable opinion considers Following written notice to Buyer, Seller may also sell any of the Goods to be at the best price reasonably obtainable in an unsuitable condition or the circumstances and charge Buyer for any shortfall below the Price of the wrong quantity either on delivery or subsequently, Goods under the Company shall notify the Supplier, which shall promptly arrange the repair, remedy, correction or replacement of such Goods within 24 hours following the time of the Company’s so notifying the Supplier. If the Supplier has not fully repaired, remedied, corrected or replaced (as appropriate) such Goods by the expiry of such 24-hour period, the Company shall be entitled to enforce the Company’s remedies under Clause 8 (Remedies). 4.5 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicableContract. 4.6 The Company shall not be deemed to have accepted If Seller's delivery note or package labelling states that the Packages in which the Goods until it has had a reasonable period of time are delivered are returnable to inspect them following delivery orSeller, if later, within a reasonable period of time after any latent defect such Packages shall be returned in them has become apparent. 4.7 The Supplier shall give the Company prior written notice of the delivery under this Agreement of any Goods having a hazard to the health and safety of persons or property, identifying those hazards and giving full details of any precautions to be taken by the Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods.accordance with

Delivery. 4.1 The Supplier Company shall deliver the Supplies in accordance with the instructions and date(s) specified in the Authorizing Document (or, to the extent ensure that no date or timescale is specified, then within 14 days after the date of this Agreement or at such other time as the Company may approve in writing or reasonably request). Time is of the essence for each delivery of the Supplies. The Supplier shall, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of their time, attention and ability to the Supplies (including any overtime or additional shifts required) as may be necessary to meet those timescales. If there is any likelihood that the Supplier or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, then, without prejudice to any of the Company’s other rights or remedies, the Supplier shall promptly give the Company advance notice of the nature and effects of the circumstances in question and a best estimate of the duration of such circumstances. 4.2 The Supplier shall ensure that: (a) any Goods are marked and delivered in accordance with the Company’s instructions and any applicable regulations or requirements of the carrier and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course; and (b) any delivery of Goods is accompanied by a delivery note which shows the Authorizing Document number, date of orderthe Order, all relevant Buyer and Company reference numbers, the type and quantity of the Goods (including code number of packages and contents the Goods, where applicable), the total weight of the Goods being delivered and, in if the case of part deliveryOrder is being delivered by instalments, the outstanding balance of Goods remaining to be delivereddelivered (the “Delivery Note”). 4.2 The method of delivery will be stated on the Order Acknowledgment and this should be interpreted in accordance with INCOTERMS 2020. 4.3 Unless otherwise agreed by Any dates quoted for delivery are approximate only, and the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall time of delivery is not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company. 4.4 The Company and, if applicable, the Supplier shall inspect the Goods as soon as practicable following delivery and agree an inventory of the quality and quantity deliveredessence. The Company shall not be liable for any damage found on such inspection. If the Company delay in its reasonable opinion considers any delivery of the Goods that is caused by a Force Majeure Event or the Buyer’s failure to be in an unsuitable condition or of the wrong quantity either on delivery or subsequently, provide the Company shall notify the Supplier, which shall promptly arrange the repair, remedy, correction with adequate delivery instructions or replacement of such Goods within 24 hours following the time of the Company’s so notifying the Supplier. If the Supplier has not fully repaired, remedied, corrected or replaced (as appropriate) such Goods by the expiry of such 24-hour period, the Company shall be entitled to enforce the Company’s remedies under Clause 8 (Remedies). 4.5 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable. 4.6 The Company shall not be deemed to have accepted the Goods until it has had a reasonable period of time to inspect them following delivery or, if later, within a reasonable period of time after any latent defect in them has become apparent. 4.7 The Supplier shall give the Company prior written notice of the delivery under this Agreement of any Goods having a hazard other instructions that are relevant to the health and safety of persons or property, identifying those hazards and giving full details of any precautions to be taken by the Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods. 4.4 If the Company fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Company shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Buyer’s failure to provide the Company with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods. 4.5 The Company may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle the Buyer to cancel any other instalment. 4.6 When the Company delivers the Goods the Buyer will be required to sign the Delivery Note to confirm delivery. Signing of the Delivery Note by, or on behalf of, the Buyer is proof that the Goods delivered are of the correct quantity and quality. In the event that the Delivery Note is not signed by the Buyer then the Goods will be deemed delivered in accordance with the INCOTERMS 2020. If the Buyer discovers there is a discrepancy between the Delivery Note and those Goods which it has accepted the Buyer must inform the Company in writing by email within the following time scales: (a) if the total weight of the Goods, as stated on the Delivery Note, is 500kg or less then within one (1) Working Day; or (b) if the total weight of the Goods, as stated on the Delivery Note, is more than 500kg but less than 3000kg then within two (2) Working Days; or (c) if the total weight of the Goods, as stated on the Delivery Note, is 3000kg or more then within one (1) week. 4.7 The Buyer agrees that in the event of a valid claim for non-delivery, loss or damage to the Goods, the Company may at its sole discretion either reprocess or replace the Goods at its own expense but shall then be under no further liability in connection with such non-delivery, loss, damage or non-compliance. 4.8 All requests for proof of delivery must be made within a period of 21 days following the date of the invoice. 4.9 If for any reason the Buyer is unable to accept delivery of the Goods at the time when the Goods have been notified as ready for delivery, the Company may, at the cost of the Buyer, at its sole discretion store the Goods at the risk of the Buyer and take all reasonable steps to safeguard and insure them, provided that the Buyer shall be immediately informed thereof.

Delivery. 4.1 8.1 Except as otherwise agreed by both parties in writing all Goods are delivered EXW (ex works) Seller’s manufacturing plant stated in the relevant purchase order. EXW (ex works) is as defined in INCOTERMS 2010. The Supplier shall Buyer will provide at its expense adequate and appropriate equipment and manual labour for loading or off-loading (as appropriate) the Goods. 8.2 All delivery dates and times are estimates and not legally binding on the Seller, which will use its reasonable endeavours to make available for collection or deliver (as appropriate) on time. If no delivery dates and/or times are specified, delivery will be within a reasonable time. Time of delivery will not be of the Supplies essence. 8.3 The Seller will be deemed not to be in breach of the Contract, and (for the avoidance of doubt) will not be liable in contract, tort or otherwise howsoever and whatever the cause thereof, to the Buyer for any direct, indirect or consequential loss (all three of which terms include pure economic loss, loss of profits, loss of business, depletion of goodwill and similar), costs, damages, charges or expenses caused directly or indirectly by any delay or failure in the delivery of the Goods (even if caused by the Seller’s negligence) except as set out in this Condition 8. 8.4 Any additional costs incurred by the Seller for express deliveries undertaken at the request of the Buyer are for the account of the Buyer and will be added to the Prices and invoiced in accordance with Condition 15.2. 8.5 Any delay in delivery will not entitle the instructions Buyer to cancel the purchase order unless and date(s) specified until the Buyer has given 14 days’ written notice to the Seller requiring the delivery to be made and the Seller has not fulfilled the delivery within that period. If the Buyer cancels the purchase order in accordance with this Condition 8.5 then: 8.5.1 the Seller will refund the Buyer any sums which the Buyer has paid to the Seller in respect of that purchase order or part of the purchase order which has been cancelled; and 8.5.2 the Buyer will be under no liability to make any payments under Condition 15 in respect of that purchase order or part of the purchase order which has been cancelled. 8.6 Subject to Condition 13, in the Authorizing Document (orevent of non-delivery of the Goods following the service of a written notice by the Buyer under Condition 8.5 the Seller’s liability for such non-delivery will be limited to the reasonable and proper costs and expenses incurred by the Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant Goods. The Seller will have no liability for any failure to deliver to the extent that no date such failure is caused by the Buyer’s failure to provide the Seller with adequate delivery instructions or timescale is specified, then within 14 days after any other instructions that are relevant to the date of this Agreement or at such other time as the Company may approve in writing or reasonably request). Time is supply of the essence for delivery of the Supplies. The Supplier shall, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of their time, attention and ability to the Supplies (including any overtime or additional shifts required) as may be necessary to meet those timescalesGoods. If there is any likelihood that the Supplier or any Supplier Personnel will fail Buyer fails to provide any Supplies within the applicable timeline for performance, then, without prejudice to any of the Company’s other rights or remedies, the Supplier shall promptly give the Company advance written notice of the nature and effects of the circumstances in question and a best estimate of the duration of such circumstances. 4.2 The Supplier shall ensure that: (a) any Goods are marked and delivered non- delivery in accordance with the Company’s instructions and any applicable regulations or requirements of the carrier and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course; and (b) any delivery of Goods is accompanied by a delivery note which shows the Authorizing Document number, date of order, number of packages and contents and, in the case of part deliveryCondition 8.5, the outstanding balance remaining to be delivered. 4.3 Unless otherwise agreed by the Company in writing, all Goods Seller shall be delivered have no liability whatsoever to the Premises during business hours with transportation charges and any other applicable charges preBuyer for such non-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company. 4.4 The Company and, if applicable, the Supplier shall inspect the Goods as soon as practicable following delivery and agree an inventory of the quality and quantity delivered. The Company Buyer shall not be liable for any damage found on such inspection. the Price of the Goods. 8.7 If the Company in its reasonable opinion considers Buyer refuses or fails to take delivery of any of the Goods to be in an unsuitable condition when they are ready or of the wrong quantity either on tendered for delivery or subsequently, the Company shall notify the Supplier, which shall promptly arrange the repair, remedy, correction or replacement of such Goods within 24 hours following the time of the Company’s so notifying the Supplier. If the Supplier has not fully repaired, remedied, corrected or replaced (as appropriate) such or to provide any instructions, documents, licences or authorisations required to enable the Goods by to be delivered on time (except solely on account of the expiry of such 24-hour periodSeller’s default), the Company shall be entitled to enforce the Company’s remedies under Clause 8 (Remedies). 4.5 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable. 4.6 The Company shall not Goods will be deemed to have accepted been delivered on or by the due date and (without prejudice to its other rights) the Seller may: 8.7.1 store or arrange for storage of the Goods until it has had a reasonable period actual delivery or sale in accordance with Condition 8.7.3 and charge the Buyer for all related costs and expenses (including storage and insurance); and/or 8.7.2 recover from the Buyer all wasted transport costs resulting from the Buyer’s refusal or failure to take delivery of time to inspect them the Goods when tendered for delivery; and/or 8.7.3 following delivery or, if later, within a reasonable period of time after any latent defect in them has become apparent. 4.7 The Supplier shall give the Company prior written notice to the Buyer, sell any of the delivery Goods at the best price reasonably obtainable in the circumstances and charge the Buyer for any shortfall below the Price of the Goods under this Agreement of the Contract, having taken into account any Goods having a hazard charges related to the health sale and safety of persons or property, identifying those hazards any charges referred to in Conditions 8.7.1 and giving full details of any precautions to be taken by the Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods8.7.2.

Delivery. 4.1 The Supplier shall deliver the Supplies in accordance with the instructions and date(s) 4.1. Unless otherwise specified in writing by Eaton, delivery shall be made: 4.1.1. for road freight and parcel deliveries, CPT (Incoterms 2010) at the Authorizing Document Buyer’s warehouse; or 4.1.2. for ocean and air freight deliveries, FCA (or, Incoterms 2010) at the origin loading port or warehouse as agreed between the Parties in writing. 4.2. As notified to the extent that no date or timescale is specified, then within 14 days after the date of this Agreement or at such other time as the Company may approve in writing or reasonably request). Time is of the essence Buyer any dates quoted for delivery of the SuppliesSupplies are approximate only and may not be made of the essence by notice. The Supplier shallEaton shall not be liable for any delay in delivery of the Supplies howsoever caused. If no delivery dates are specified, and shall procure delivery will be within a reasonable time. 4.3. If Eaton is satisfied that the Supplier Personnel shallSupplies have been short delivered, (without further liability Eaton shall at its option: 4.3.1. make up any short delivery by dispatching to the CompanyBuyer such Supplies as Eaton is satisfied were not delivered; or 4.3.2. allow the Buyer credit in respect thereof 4.4. ▇▇▇▇▇'▇ liability shall be limited to making up the delivery or allowing credit as above. 4.5. Where the Supplies are to be delivered in instalments, each delivery shall constitute a separate contract and defective delivery by Eaton of any one or more of the instalments in accordance with these Terms shall not entitle the Buyer to treat these Terms as a whole as repudiated. 4.6. If Eaton fails to deliver the Supplies for any reason (other than the Buyer's fault) devote such of their time, attention and ability Eaton is accordingly liable to the Supplies Buyer, ▇▇▇▇▇'▇ liability shall be limited to the excess (including any overtime or additional shifts requiredif any) as may be necessary of the cost to meet the Buyer (in the cheapest available market) of similar goods to replace those timescalesnot delivered over the price of the Supplies. 4.7. If there is the Buyer fails to take delivery of the Supplies or fails to give Eaton adequate delivery instructions at the time stated for delivery (otherwise than by reason of any likelihood that cause beyond the Supplier Buyer's reasonable control or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, by reason of ▇▇▇▇▇'▇ fault) then, without prejudice to any other right or remedy available to Eaton, Eaton may: 4.7.1. require payment on any reasonable basis, including but not limited to the selling price, and any additional expenses, or costs resulting from such a delay 4.7.2. store the Supplies until actual delivery at the sole cost and risk of the Company’s other rights Buyer and charge the Buyer for the reasonable costs (including handling and insurance) of storage; or 4.7.3. sell the Supplies at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under these Terms or remedies, charge the Supplier shall promptly give Buyer for any shortfall below the Company advance notice of the nature and effects of the circumstances in question and a best estimate of the duration of such circumstances. 4.2 The Supplier shall ensure that: (a) any Goods are marked and delivered in accordance with the Company’s instructions and any applicable regulations or requirements of the carrier and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary courseprice under these Terms; and 4.7.4. payment of any amounts contemplated in clauses 4.7.1, 4.7.2 or 4.7.3 shall be due by the Buyer within thirty (b30) any delivery of Goods is accompanied by a delivery note which shows days from the Authorizing Document number, date of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be deliveredEaton´s invoice. 4.3 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company. 4.4 The Company and, if applicable, the Supplier shall inspect the Goods as soon as practicable following delivery and agree an inventory of the quality and quantity delivered. The Company shall not be liable for any damage found on such inspection4.8. If the Company in its reasonable opinion considers Eaton holds any of the Goods to be Supplies contemplated in an unsuitable condition or clause 4.7 on the Buyer’s behalf in excess of three (3) months from the wrong quantity either on delivery or subsequently, the Company shall notify the Supplier, which shall promptly arrange the repair, remedy, correction or replacement of such Goods within 24 hours following the time of the Company’s so notifying the Supplier. If the Supplier has not fully repairedstated for delivery, remedied, corrected or replaced (as appropriate) such Goods by the expiry of such 24-hour period, the Company Eaton shall be entitled to enforce terminate the Company’s remedies under Clause 8 (Remedies)agreement in respect of such Supplies. In the event that any part of the price for such Supplies was paid by the Buyer prior to such termination, Eaton shall repay such amounts after deducting all costs incurred by Eaton in respect of such Supplies prior to termination. 4.5 Unless otherwise specified, the Supplier 4.9. The Buyer shall be responsible for installing, commissioning and decommissioning the Goods, as applicablenot refuse to receive Supplies due to minor defects. 4.6 The Company 4.10. Buyer shall not be deemed to have accepted the Goods until it has had a reasonable period of time to inspect them following delivery orprovide any information and documents required for export, if later, within a reasonable period of time after any latent defect in them has become apparenttransport and import purposes. 4.7 The Supplier shall give the Company prior written notice of the delivery under this Agreement of any Goods having a hazard to the health and safety of persons or property, identifying those hazards and giving full details of any precautions to be taken by the Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods.

Delivery. 4.1 The Supplier 3.1 Delivery shall deliver occur when the Supplies in accordance with Goods arrive at the instructions and date(s) specified in the Authorizing Document (or, delivery address or 2 working days after delivery or collection is offered to the extent that no date Buyer 3.2 If the Buyer fails to take or timescale is specified, then within 14 days after make arrangements to accept delivery or collect the date of this Agreement Goods or at such other time as if the Company is unable to deliver due to inadequate access or instruction, delivery shall be deemed and The Company may approve in writing do any one or reasonably request). Time is more of the essence for delivery of the Supplies. The Supplier shall, and shall procure that the Supplier Personnel shall, following (without further liability to the Company) devote such of their time, attention and ability to the Supplies (including any overtime or additional shifts required) as may be necessary to meet those timescales. If there is any likelihood that the Supplier or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, then, without prejudice to any of the Company’s other rights right or remedies, the Supplier shall promptly give remedy the Company advance notice of the nature and effects of the circumstances in question and a best estimate of the duration of such circumstances. 4.2 The Supplier shall ensure that:may have):- (a) any Goods are marked and delivered in accordance with the Company’s instructions and any applicable regulations or requirements of the carrier and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course; andmake additional charges for failed delivery (b) any delivery of store the Goods is accompanied by a delivery note which shows at the Authorizing Document number, date of order, number of packages Buyers risk and contents and, in cost (c) invoice the case of part delivery, Buyer for the outstanding balance remaining to be delivered.Goods 4.3 Unless otherwise agreed (d) suspend or terminate this contract without liability on the Companies part (e) recover from the Buyer all costs and losses incurred by the Company Company 3.3 Delivery dates are given in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Suppliergood faith but are estimates only. The Company Time for delivery shall not be obliged of the essence of the contract and while every reasonable effort will be made to carry out comply with such date compliance is not guaranteed and the Buyer shall have no right to damages or to cancel the order for failure by any work cause to enable meet any delivery date stated 3.4 Standard lead times vary according to product. Time estimates will be revised on receipt of Supplies to take place. The Supplier shall offload Goods at its own risk, the order and times will not run until we are in receipt of all information required from the Buyer including written approvals as directed requested by the Company. 4.4 The Company and, if applicable, the Supplier shall inspect the Goods as soon as practicable following delivery and agree an inventory of the quality and quantity delivered. 3.5 The Company shall not be liable for any damage found on such inspection. If damages whatsoever whether direct or indirect (including for the avoidance of doubt any liability to any third party) resulting from any delay by the Company in its reasonable opinion considers any delivery of the Goods or failure to be deliver the Goods in an unsuitable condition or a reasonable time 3.6 The Company reserves the right to make delivery by instalments and tender a separate invoice in respect of each instalment. Any claim which the Buyer may have in respect of one instalment shall not affect the Buyers liability in respect of any other instalment and shall not entitle the buyer to treat any other related contract as repudiated. 3.7 Where the Buyer requires delivery of the wrong quantity either on delivery or subsequentlyGoods by instalments, the Company shall notify the Supplier, which shall promptly arrange the repair, remedy, correction or replacement of such Goods within 24 hours following the time of rescheduling requires the Company’s written agreement and will not be possible unless at least 3 month’s written notice is provided and so notifying the Supplieragreed. If the Supplier has not fully repaired, remedied, corrected or replaced (as appropriate) such Goods Each delivery shall constitute a separate contract and failure by the expiry Buyer to pay the agreed price in respect of such 24-hour period, any instalment shall entitle the Company shall be entitled to enforce the Company’s remedies under Clause 8 (Remedies). 4.5 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, treat any other related contract as applicable. 4.6 The Company shall not be deemed repudiated in addition to have accepted the Goods until it has had a reasonable period any other rights of time to inspect them following delivery or, if later, within a reasonable period of time after any latent defect in them has become apparent. 4.7 The Supplier shall give the Company prior written notice of the delivery under this Agreement of any Goods having a hazard pursuant to the health and safety of persons or property, identifying those hazards and giving full details of any precautions to be taken by the Company on the delivery of such Goods and their subsequent storage or handling. these Conditions 3.8 The Supplier shall notify Buyer will indemnify the Company in writing respect of all requirements losses damages costs and restrictions imposed by governmental and other authorities or persons relating to expenses incurred as a result of delivery in accordance with the possession, use or onward supply of the GoodsBuyers instructions.

Delivery. 4.1 The Supplier shall deliver the Supplies in accordance with the instructions and Any delivery date(s) specified provided by Seller to Customer are non-binding estimates, and Seller reserves the right to modify the delivery date(s) without notice. 4.2 Seller shall inform Customer on its readiness to ship and Customer shall confirm a delivery date within latest 30 days after such confirmation. Customer is aware and acknowledges that any failure to communicate a delivery date within the said period will cause a default of acceptance of Customer. 4.3 Any customary costs incurred in the Authorizing Document (orparticular for storage, and with a minimum as charged by Seller´s logistic company, be it at Seller´s premises or be it at a third party storage company, shall be reimbursed to the extent that no date or timescale is specified, then Seller within 14 days after receipt of the invoice notwithstanding Sellers right to claim further damages incurred. 4.4 For any deferral of any delivery periods, if so agreed by Seller, Customer hereby agrees that storage shall be done at Seller´s affiliate Coolbridge Szolgáltató Kft., H-2890 Tata, Szomódi út 4., tax number: 27045602-2-11 according to the respective terms and conditions as valid at the time being. 4.5 If Seller has agreed in writing to a specific delivery or shipping schedule, (i) it shall commence on the date of this Agreement or at such other time as the Company may approve in writing or reasonably request). Time is of the essence for Seller’s Order Confirmation, but not before Customer’s delivery of the Supplies. The Supplier shallother necessary documents, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of their time, attention and ability to the Supplies (including any overtime or additional shifts requiredagreed security if any and (ii) as may be necessary to meet those timescales. If there is any likelihood that end on the Supplier or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, then, without prejudice to any of the Company’s other rights or remedies, the Supplier shall promptly give the Company advance notice of the nature and effects of the circumstances in question and a best estimate of the duration of such circumstances. 4.2 The Supplier shall ensure that: (a) any Goods are marked and delivered in accordance with the Company’s instructions and any applicable regulations or requirements of the carrier and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course; and (b) any delivery of Goods is accompanied by a delivery note date on which shows the Authorizing Document number, date of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered. 4.3 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company. 4.4 The Company and, if applicable, the Supplier shall inspect the Goods as soon as practicable following delivery and agree an inventory of the quality and quantity delivered. The Company shall not be liable for any damage found on such inspection. If the Company in its reasonable opinion considers any of Seller delivers the Goods to be in an unsuitable condition or of the wrong quantity either on delivery or subsequently, the Company shall notify the Supplier, which shall promptly arrange the repair, remedy, correction or replacement of such Goods within 24 hours following the time of the Company’s so notifying the Supplier. If the Supplier has not fully repaired, remedied, corrected or replaced (as appropriate) such Goods by the expiry of such 24-hour period, the Company carrier. 4.6 Seller shall be entitled to enforce partial shipments within reason. Seller will also have the Company’s remedies under Clause 8 (Remedies). 4.5 Unless otherwise specified, the Supplier shall option of billing for partial shipments. Partial shipments will be responsible for installing, commissioning made and decommissioning the Goods, as applicable. 4.6 The Company shall not be deemed invoiced by Seller when ready according to have accepted the Goods until it has had a reasonable period of time to inspect them following delivery or, if later, within a reasonable period of time after any latent defect in them has become apparentclause 4.2. 4.7 The Supplier shall give the Company prior written notice of the Delay in delivery under this Agreement of any partial shipments shall not relieve Customer of its obligation to pay for any shipments received prior to such delay or its obligation to accept the remaining deliveries. 4.8 If Customer is unable to receive the Goods having when tendered, Customer shall be liable to Seller for any loss, damage, or additional expense incurred or suffered by Seller as a hazard result thereof. 4.9 Any quoted lead time(s) may be impacted due to the COVID-19 or any future pandemic and any related foreseeable or unforeseeable circumstances arising from it, including but not limited to government regulations, labor shortages, supply chain disruptions, or measures taken to preserve the health and safety of persons or propertySeller’s workforce. Any quoted lead time(s) shall be considered an estimate based upon the best information available to Seller at the time the estimate is made and is subject to change without notice. 4.10 In case of a delay of Seller, identifying those hazards and giving full details of any precautions Customer shall send a reminder letter to be taken by Seller, stating a reasonable deadline for the Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply fulfillment of the Goodsperformance. 4.11 Where the Customer incurs damage due to a delay arising from Seller's slight negligence, the Customer shall be entitled, in exclusion of further compensation for damages resulting from delay, to claim a half percent (0.5%) for each full week, but overall not more than five percent, of the value of the part of the total delivery that cannot be used in due time because of the delay. If the delay is caused intentionally or by gross negligence by Seller or constitutes a violation of a material obligation of Seller, statutory liability shall apply. Seller reserves the right to demonstrate that the Customer has suffered a damage smaller than the aforementioned lump sum.

Delivery. 4.1 The Supplier (a) Barge deliveries. For barge deliveries, the Fuel shall deliver be delivered to Buyer FOB barge at the Supplies Delivery Point. Subject to the provisions of Section 5.2 title to and risk of loss of the Fuel will pass to Buyer when each barge, after being fully loaded and trimmed at the Delivery Point in accordance with the instructions and date(s) specified in the Authorizing Document (orthis Master Agreement, has been delivered to the extent that no date custody and control of, and has been accepted by, Buyer or timescale is specified, then within 14 days after its Transporter at the date of this Agreement Delivery Point. Buyer or at such other time as the Company may approve in writing or reasonably request). Time is of the essence its Transporter shall furnish suitable barges for delivery of the SuppliesFuel and Seller shall provide or designate loading points that have adequate and accessible mooring and barge loading facilities sufficient to load the Fuel properly and within the appropriate loading time. The Supplier shallSuch barges shall be substantially compatible with the Source’s Fuel loading facilities to be utilized by Seller and shall be properly prepared to receive Fuel. Fuel haulage or transportation equipment provided by either Seller or Buyer, as the case may be, shall be clean, dry and suitable for the transportation of Fuel, and shall procure be provided in a timely fashion in order to comply with the delivery schedule. Seller agrees to inspect and to take all other reasonable and necessary steps so as not to permit Fuel to be loaded in barges that contain foreign material. Seller shall arrange for, remain responsible for, and shall pay all costs in connection with, transporting the Fuel to the Delivery Point and handling and loading the Fuel into barges to the proper draft and proper distribution as directed by Buyer or Buyer’s Transporter in such barges and shall fully defend, indemnify and hold Buyer harmless against any Claim made against Buyer for any cost, expenses or damage (either liquidated or unliquidated) that may be asserted against Buyer arising out of or resulting from Seller’s delivery of Fuel under this Master Agreement up to the Delivery Point, provided that Seller shall not be obligated to load any barge which it deems not to be clean and seaworthy. Should barges not be equipped with double sloped sheets inside the cargo box, Seller shall load coal starting no less than approximately five (5) feet from the box end(s)/bulkhead(s) of the Barge. Buyer shall arrange for, remain responsible for, and shall pay all costs in connection with, transporting the Fuel by barge from the Delivery Point to its destination incurred after the transfer of title to and risk of loss of the Fuel to Buyer. Seller shall be liable for and shall pay Buyer for any transportation costs or demurrage charges incurred by Buyer that may be occasioned by the breakdown or failure of the barge loading facilities, or by the failure of Seller to furnish and load Fuel at the Delivery Point. Buyer shall be liable for and shall pay Seller for any transportation costs or demurrage charges incurred by Seller caused by the failure to furnish suitable barges for the loading of Fuel at the Delivery Point; provided that such charges are not the result of an action or inaction of Seller. If the Delivery Point is such that the Supplier Personnel shallFuel will have been transported by barge prior to delivery, (without further liability then title to the Company) devote such and risk of their time, attention and ability to the Supplies (including any overtime or additional shifts required) as may be necessary to meet those timescales. If there is any likelihood that the Supplier or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, then, without prejudice to any loss of the Company’s other rights or remedies, Fuel will pass to Buyer upon the Supplier shall promptly give the Company advance notice transfer of the nature custody and effects control of the circumstances in question barge(s) to, and a best estimate the acceptance of the duration of such circumstancesbarge(s) by, Buyer or Buyer’s Transporter. 4.2 The Supplier shall ensure that: (a) any Goods are marked and delivered in accordance with the Company’s instructions and any applicable regulations or requirements of the carrier and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course; and (b) any delivery of Goods is accompanied by a delivery note which shows the Authorizing Document number, date of order, number of packages and contents and, Rail or truck deliveries. Unless otherwise specifically provided in the case of part deliveryConfirmation, for rail or truck deliveries, the outstanding balance remaining to be delivered. 4.3 Unless otherwise agreed by the Company in writing, all Goods Fuel shall be delivered to Buyer FOB Unit Train(s) or FOB truck(s) at the Premises during business hours Delivery Point. Seller shall bear, remain responsible for and pay all expenses and costs associated with transportation charges delivery of the Fuel FOB Unit Train(s) or FOB truck(s) before the Delivery Point and shall fully defend, indemnify and hold Buyer harmless against any other applicable charges pre-paid Claim made against Buyer for any cost, expenses or damage (either liquidated or unliquidated) that may be asserted against Buyer arising out of or resulting from Seller’s delivery of Fuel under this Master Agreement up to the Delivery Point. For truck deliveries, title to and risk of loss of the Fuel will pass to Buyer upon completion of proper loading of such trucks at the Delivery Point in accordance with this Master Agreement. For rail deliveries, title to and risk of loss of the Fuel will pass to Buyer upon completion of proper loading of all railcars in each Unit Train at the Delivery Point in accordance with this Master Agreement and acceptance of the Unit Train by the Supplierrailroad. The Company Buyer or its Transporter shall not be obliged to carry out any work to enable furnish suitable Unit Trains or trucks for loading and delivery of Supplies the Fuel and Seller shall provide or designate loading points that have adequate access and loading facilities sufficient to load the Fuel properly and within the appropriate loading time. Such Unit Trains or trucks shall be substantially compatible with the Fuel loading facilities utilized by Seller and shall be properly prepared to receive Fuel. Fuel haulage or transportation equipment provided by either Seller or Buyer, as the case may be shall be clean, dry and suitable for the transportation of Fuel, and shall be provided in a timely fashion in order to comply with the delivery schedule. Seller agrees to inspect and to take placeall other reasonable and necessary steps so as not to permit Fuel to be loaded in railcars that contain foreign material. The Supplier shall offload Goods at its own riskIf the Delivery Point is such that the Fuel will have been transported by Unit Train or truck prior to delivery, as directed by the Company. 4.4 The Company and, if applicable, the Supplier shall inspect the Goods as soon as practicable following delivery then title to and agree an inventory risk of loss of the quality Fuel will pass to Buyer upon the transfer of the custody and quantity deliveredcontrol of the Unit Trains or trucks to. The Company and the acceptance of such Unit Trains or trucks by Buyer, or Buyer’s Transporter. Seller shall not be liable for and shall defend, indemnify, and hold harmless Buyer from any damage found on demurrage charges, excess freight charges, deficiency freight charges, or other transportation costs incurred by Buyer as a result of Seller’s failure to satisfy any loading and/or shipping requirements that Seller is informed of by Buyer. Buyer shall be liable for and shall pay Seller for any transportation costs or demurrage charges incurred by Seller caused by the failure to furnish Unit Trains or trucks for the loading of Fuel at the Delivery Point; provided that such inspectioncharges are not the result of an action or inaction of Seller. It is the sole obligation and responsibility of Seller to conform to all rail carrier restrictions relating to maximum allowable gross railcar weights. Buyer shall inform Seller of all such restrictions to ensure Seller’s compliance therewith. If the Company in its reasonable opinion considers any of the Goods cars are found to be in an unsuitable condition or of the wrong quantity either on delivery or subsequentlyoverloaded, the Company shall notify the Supplier, which shall promptly arrange the repair, remedy, correction or replacement of such Goods within 24 hours following the time of the Company’s so notifying the Supplier. If the Supplier has not fully repaired, remedied, corrected or replaced (as appropriate) such Goods by the expiry of such 24-hour period, the Company shall be entitled to enforce the Company’s remedies under Clause 8 (Remedies). 4.5 Unless otherwise specified, the Supplier Seller shall be responsible for installing, commissioning any associated costs for reducing the weight of railcars to comply with the applicable rail carrier’s restrictions and decommissioning shall be obligated to provide Buyer with corrected governing weight documentation. Seller shall be responsible for any damage resulting from overloaded cars. It is the Goods, sole obligation and responsibility of Seller to load trains to at least the minimum train weight as applicable. 4.6 The Company directed by and in compliance with the applicable transportation contract. Buyer shall not be deemed to have accepted the Goods until it has had a reasonable period inform Seller of time to inspect them following delivery or, if later, within a reasonable period of time after any latent defect in them has become apparent. 4.7 The Supplier shall give the Company prior written notice of the delivery under this Agreement of any Goods having a hazard to the health and safety of persons or property, identifying those hazards and giving full details of any precautions to be taken by the Company on the delivery all relevant provisions of such Goods and their subsequent storage or handlingcontract to ensure Seller’s compliance therewith. The Supplier It shall notify be the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating Seller’s responsibility to verify minimum weight from the possession, use or onward supply of the GoodsBuyer’s transportation coordinator before loading a Unit Train.

Delivery. 4.1 5.1 The Supplier Goods shall deliver be delivered, carriage paid, and/or the Supplies in accordance with the instructions and date(s) specified in the Authorizing Document (or, Services provided at Renold’s place of business or to the extent that no date or timescale is specified, then within 14 days after the date of this Agreement or at such other time place of delivery as the Company may approve is agreed by Renold in writing or reasonably request). Time is prior to delivery of the essence Goods and/or provision of the Services (the “Delivery Location”). 5.2 The date for delivery of the Supplies. The Supplier shall, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of their time, attention and ability to the Supplies (including any overtime or additional shifts required) as may be necessary to meet those timescales. If there is any likelihood that the Supplier or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, then, without prejudice to any Goods and/or provision of the Company’s other rights Services shall be specified in the Order, or remedies, the Supplier if no such date is specified then delivery shall promptly give the Company advance notice take place within 28 days of the nature and effects Order. 5.3 The Seller shall invoice Renold upon, but separately from, despatch of the circumstances in question and a best estimate Goods and/or provision of the duration of such circumstancesServices to Renold. 4.2 5.4 The Supplier Seller shall ensure that: (a) any Goods are marked and delivered in accordance with the Company’s instructions and any applicable regulations or requirements of the carrier and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course; and (b) any that each delivery of Goods is accompanied by a delivery note which shows shows, among other things, the Authorizing Document Order number, date of orderOrder, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered. 4.3 5.5 Time for delivery of the Goods and/or provision of the Services shall be of the essence. 5.6 Unless otherwise agreed stipulated by Renold in the Order, deliveries shall only be accepted by Renold in normal business hours. 5.7 If the Goods are not delivered and/or the Services not provided on the due date then, without prejudice to any other rights which it may have, Renold reserves the right to: 5.7.1 cancel the Contract in whole or in part; 5.7.2 refuse to accept any subsequent delivery of the Goods and/or provision of the Services which the Seller attempts to make; 5.7.3 recover from the Seller any expenditure reasonably incurred by Renold in obtaining the Goods and/or Services in substitution from another supplier; and 5.7.4 claim damages for any additional costs, loss or expenses incurred by Renold which are in any way attributable to the Seller's failure to deliver the Goods and/or provide the Services on the due date. 5.8 If the Seller requires Renold to return any packaging material to the Seller that fact must be clearly stated on any delivery note delivered to Renold and any such packaging material shall only be returned to the Seller at the cost of the Seller. 5.9 Where Renold agrees in writing to accept delivery by instalments the Contract shall be construed as a single contract in respect of each instalment. Nevertheless failure by the Company in writing, all Seller to deliver any one instalment shall entitle Renold at its option to treat the whole Contract as repudiated. 5.10 If the Goods shall be are delivered to Renold in excess of the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company quantities ordered Renold shall not be obliged bound to carry out pay for the excess and any work to enable delivery of Supplies to take place. The Supplier excess shall offload Goods be and shall remain at its own risk, as directed by the CompanySeller's risk and shall be returnable at the Seller's expense. 4.4 The Company and, if applicable, the Supplier shall inspect the Goods as soon as practicable following delivery and agree an inventory of the quality and quantity delivered. The Company shall not be liable for any damage found on such inspection. If the Company in its reasonable opinion considers any of the Goods to be in an unsuitable condition or of the wrong quantity either on delivery or subsequently, the Company shall notify the Supplier, which shall promptly arrange the repair, remedy, correction or replacement of such Goods within 24 hours following the time of the Company’s so notifying the Supplier. If the Supplier has not fully repaired, remedied, corrected or replaced (as appropriate) such Goods by the expiry of such 24-hour period, the Company shall be entitled to enforce the Company’s remedies under Clause 8 (Remedies). 4.5 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable. 4.6 The Company 5.11 Renold shall not be deemed to have accepted the Goods and/or Services until it has had a reasonable period of time thirty days to inspect them following delivery or, if later, within a reasonable period of time or provision thereof. Renold shall also have the right to reject the Goods and/or Services as though they had not been accepted for fourteen days after any latent defect in them the Goods and/or Services has become apparent. 4.7 The Supplier shall give the Company prior written notice 5.12 Delivery of the delivery under this Agreement of any Goods having a hazard to the health and safety of persons or property, identifying those hazards and giving full details of any precautions to shall be taken by the Company completed on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply completion of the Goodsunloading of the Goods at the Delivery Location.

Delivery. 4.1 The Supplier Company shall deliver the Supplies in accordance with the instructions and date(s) specified in the Authorizing Document (or, to the extent ensure that no date or timescale is specified, then within 14 days after the date of this Agreement or at such other time as the Company may approve in writing or reasonably request). Time is of the essence for each delivery of the Supplies. The Supplier shall, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of their time, attention and ability to the Supplies (including any overtime or additional shifts required) as may be necessary to meet those timescales. If there is any likelihood that the Supplier or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, then, without prejudice to any of the Company’s other rights or remedies, the Supplier shall promptly give the Company advance notice of the nature and effects of the circumstances in question and a best estimate of the duration of such circumstances. 4.2 The Supplier shall ensure that: (a) any Goods are marked and delivered in accordance with the Company’s instructions and any applicable regulations or requirements of the carrier and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course; and (b) any delivery of Goods is accompanied by a delivery note which shows the Authorizing Document number, date of orderthe Order, all relevant Buyer and Company reference numbers, the type and quantity of the Goods (including code number of packages and contents the Goods, where applicable), the total weight of the Goods being delivered and, in if the case of part deliveryOrder is being delivered by instalments, the outstanding balance of Goods remaining to be delivereddelivered (the “Delivery Note”). 4.2 The method of delivery will be stated on the Order Acknowledgment and this should be interpreted in accordance with INCOTERMS 2010. 4.3 Unless otherwise agreed Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. 4.4 If the Company fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Company Buyer in writingobtaining replacement goods of similar description and quality in the cheapest market available, all Goods shall be delivered to less the Premises during business hours with transportation charges and any other applicable charges pre-paid by price of the SupplierGoods. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company. 4.4 The Company and, if applicable, the Supplier shall inspect the Goods as soon as practicable following delivery and agree an inventory of the quality and quantity delivered. The Company shall not be liable have no liability for any damage found on such inspection. If the Company in its reasonable opinion considers any of failure to deliver the Goods to be in an unsuitable condition the extent that such failure is caused by a Force Majeure Event or of the wrong quantity either on delivery or subsequently, Buyer’s failure to provide the Company shall notify the Supplier, which shall promptly arrange the repair, remedy, correction with adequate delivery instructions or replacement of such Goods within 24 hours following the time of the Company’s so notifying the Supplier. If the Supplier has not fully repaired, remedied, corrected or replaced (as appropriate) such Goods by the expiry of such 24-hour period, the Company shall be entitled to enforce the Company’s remedies under Clause 8 (Remedies). 4.5 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable. 4.6 The Company shall not be deemed to have accepted the Goods until it has had a reasonable period of time to inspect them following delivery or, if later, within a reasonable period of time after any latent defect in them has become apparent. 4.7 The Supplier shall give the Company prior written notice of the delivery under this Agreement of any Goods having a hazard other instructions that are relevant to the health and safety of persons or property, identifying those hazards and giving full details of any precautions to be taken by the Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods. 4.5 The Company may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle the Buyer to cancel any other instalment. 4.6 When the Company delivers the Goods the Buyer will be required to sign the Delivery Note to confirm delivery. Signing of the Delivery Note by, or on behalf of, the Buyer is proof that the Goods delivered are of the correct quantity and quality. In the event that the Delivery Note is not signed by the Buyer then the Goods will be deemed delivered in accordance with the INCOTERMS 2010. If the Buyer discovers there is a discrepancy between the Delivery Note and those Goods which it has accepted the Buyer must inform the Company in writing by email within the following time scales: (a) if the total weight of the Goods, as stated on the Delivery Note, is 500kg or less then within one (1) Working Day; or (b) if the total weight of the Goods, as stated on the Delivery Note, is more than 500kg but less than 3000kg then within two (2) Working Days; or (c) if the total weight of the Goods, as stated on the Delivery Note, is 3000kg or more then within one (1) week. 4.7 To the extent permitted by law, the Buyer agrees that in the event of a valid claim for non-delivery of the Goods, the Company may at its sole discretion either reprocess or replace the Goods at its own expense but shall then be under no further liability in connection with such non-delivery. 4.8 All requests for proof of delivery must be made within a period of 21 days following the date of the invoice. 4.9 If for any reason the Buyer is unable to accept delivery of the Goods at the time when the Goods have been notified as ready for delivery, the Company may, at the cost of the Buyer, at its sole discretion store the Goods at the risk of the Buyer and take all reasonable steps to safeguard and insure them, provided that the Buyer shall be immediately informed thereof.

Delivery. 4.1 The Supplier shall deliver the Supplies in accordance Goods to the Delivery Location during Get Living’s normal business hours on the Delivery Date, or on such other date as agreed with Get Living. In the instructions and date(s) specified in event that the Authorizing Document Supplier has failed to deliver the Goods within 7 days of the Delivery Date (oror such other date as agreed with Get Living), Get Living may rescind the Order and, to the extent that no date or timescale relevant, Supplier shall refund the Charges in respect of those Goods. 4.2 Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location. 4.3 Where it is specified, then within 14 days after the date of this Agreement or at such other time as the Company may approve agreed by Get Living in writing or reasonably request). Time is of and in advance that the essence Goods may be delivered by instalments, they may be invoiced and paid for separately. 4.4 If Get Living fails to accept delivery of the Supplies. The Supplier shall, and shall procure that Goods on the Supplier Personnel shall, (without further liability to the Company) devote such of their time, attention and ability to the Supplies (including any overtime or additional shifts required) as may be necessary to meet those timescales. If there is any likelihood that the Supplier or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, specified Delivery Date during Get Living’s normal business hours then, without prejudice except where such failure or delay is caused or contributed to any of by the CompanySupplier’s other rights or remediesfailure to comply with its obligations under this Agreement, the Supplier shall promptly give store the Company advance notice of Goods until actual delivery takes place and may charge Get Living for the nature reasonable costs and effects of the circumstances in question and a best estimate of the duration expenses of such circumstancesstorage. 4.2 The Supplier 4.5 Each Delivery shall ensure that: (a) any Goods are marked and delivered in accordance with the Company’s instructions and any applicable regulations or requirements of the carrier and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course; and (b) any delivery of Goods is be accompanied by a delivery note which shows from the Authorizing Document Supplier showing the order number, the date of orderthe Order, number the type and quantity of packages and contents Goods included in the Delivery and, in the case of part deliveryan Order being delivered by instalments, the outstanding balance of Goods remaining to be delivered. 4.3 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company. 4.4 The Company and, if applicable, 4.6 If the Supplier shall inspect the Goods as soon as practicable following delivery and agree an inventory of the quality and quantity delivered. The Company shall not be liable for requires Get Living to return any damage found on such inspection. If the Company in its reasonable opinion considers any of the Goods packaging materials to be in an unsuitable condition or of the wrong quantity either on delivery or subsequently, the Company shall notify the Supplier, which that fact must be clearly stated on the delivery note accompanying the relevant Delivery, and any such returns shall promptly arrange the repair, remedy, correction or replacement of such Goods within 24 hours following the time of the Company’s so notifying be at the Supplier. If the Supplier has not fully repaired, remedied, corrected or replaced (as appropriate) such Goods by the expiry of such 24-hour period, the Company shall be entitled to enforce the Company’s remedies under Clause 8 (Remedies). 4.5 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable. 4.6 The Company shall not be deemed to have accepted the Goods until it has had a reasonable period of time to inspect them following delivery or, if later, within a reasonable period of time after any latent defect in them has become apparentexpense. 4.7 The Supplier Risk in the Goods shall give pass to Get Living on completion of Delivery in accordance with clause 4.2. Title in the Company prior written notice Goods shall pass to Get Living on payment by Get Living for the Goods. This clause 4.7 is without prejudice to the rights of the delivery rejection that Get Living may have under this Agreement of any Goods having a hazard to the health and safety of persons or property, identifying those hazards and giving full details of any precautions to be taken by the Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the GoodsAgreement.

Delivery. 4.1 The Supplier shall deliver Time, quality, and quantity are of the Supplies essence in accordance each Order and Buyer may cancel the Order or reject the Goods and/or return at Seller's expense any delivery (in whole or in part) of Goods not in conformity with the instructions and date(s) time, quality, and/or quantity specified in the Authorizing Document (or, to the extent that no date Order or timescale is specified, then within 14 days after the date Specifications. 4.2 Delivery times specified are times of this Agreement or at such other time as the Company may approve in writing or reasonably request). Time is of the essence for delivery of the Supplies. The Supplier shall, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such Goods at Buyer's designated place of their time, attention and ability to the Supplies (including any overtime or additional shifts required) as may be necessary to meet those timescales. If there is any likelihood that the Supplier or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, then, without prejudice to any of the Company’s other rights or remedies, the Supplier shall promptly give the Company advance notice of the nature and effects of the circumstances in question and a best estimate of the duration of such circumstances. 4.2 The Supplier shall ensure that: (a) any Goods are marked and delivered in accordance with the Company’s instructions and any applicable regulations or requirements of the carrier and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course; and (b) any delivery of Goods is accompanied by a delivery note which shows the Authorizing Document number, date of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered. 4.3 Unless In the absence of specific instructions contained in the Order or Specifications, Seller shall pack, label, and ship all Goods in a commercially reasonable manner selected by Seller and approved by Buyer, which will ensure timely, safe, and conforming delivery and the lowest transportation cost. All shipments shall be F.O.B. Buyer's plant or other designated place of delivery specified by Buyer in the Order or otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company. 4.4 The Company andSeller will inform Buyer promptly of any circumstance that is expected to result in any delivery time, if applicablequality, and/or quantity not specified by Buyer and also of corrective measures that Seller is taking to minimize the Supplier shall inspect the Goods as soon as practicable following delivery and agree an inventory of the quality and quantity delivered. The Company shall not be liable for any damage found on such inspection. If the Company in its reasonable opinion considers any of the Goods to be in an unsuitable condition or of the wrong quantity either on delivery or subsequently, the Company shall notify the Supplier, which shall promptly arrange the repair, remedy, correction or replacement effect of such Goods within 24 hours following the time of the Company’s so notifying the Supplier. If the Supplier has not fully repaired, remedied, corrected or replaced (as appropriate) such Goods by the expiry of such 24-hour period, the Company shall be entitled to enforce the Company’s remedies under Clause 8 (Remedies)circumstance. 4.5 Unless otherwise specifiedIn the event of tendered delivery not in compliance with the times, quality, and/or quantities specified by Buyer, unless Seller has received notice of rejection or cancellation from Buyer, then Seller will ship conforming Goods at the Supplier shall be responsible for installingearliest possible moment and by the fastest practicable and available means, commissioning and decommissioning the Goods, as applicablebut without any increase in any costs to Buyer. 4.6 The Company shall not be deemed All Goods received are subject, at Buyer's option, to have accepted the Goods until it has had a reasonable period of time to inspect them following delivery or, if later, inspection by Buyer or Buyer's designee within a reasonable period of time after any latent defect in them has become apparent. 4.7 The Supplier shall give delivery to Buyer's plant or designated place of delivery. Notwithstanding the Company prior written notice of foregoing, Seller acknowledges that final inspection may not occur until the delivery under this Agreement of Goods are delivered to Buyer's plant. Payment by Buyer for any Goods having a hazard does not constitute acceptance, and neither inspection nor payment shall relieve Seller of its responsibility to the health furnish conforming Goods. Terms and safety Conditions for Purchase and Sale of persons or property, identifying those hazards and giving full details of any precautions to be taken by the Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods.- Revised 10-5-2007 4

Delivery. 4.1 The Supplier shall deliver Unless agreed otherwise in writing by the Supplies parties, all Goods are delivered FCA (“Free carrier” as defined in accordance with INCOTERMS 2020®) at the instructions and date(s) place specified in the Authorizing Document (or, to the extent that no date or timescale is specified, then within 14 days after the date of this Agreement or at such other time as the Company may approve in writing or reasonably request). Time is of the essence Order Confirmation. 4.2 Any dates quoted for delivery of the Supplies. The Supplier shallGoods or performance of Services are approximate only, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such time of their time, attention and ability to the Supplies (including any overtime or additional shifts required) as may be necessary to meet those timescales. If there delivery is any likelihood that the Supplier or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, then, without prejudice to any not of the Company’s other rights or remedies, the Supplier shall promptly give the Company advance notice of the nature and effects of the circumstances in question and a best estimate of the duration of such circumstancesessence. 4.2 The Supplier 4.3 In the event of delay in delivery, Buyer shall ensure that: give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s sole liability and Buyer’s exclusive remedy for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods are marked and delivered in accordance with the Company’s instructions and any applicable regulations or requirements of the carrier and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course; and (b) any delivery reimbursing Buyer for the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of Goods is accompanied by a delivery note which shows similar description and quality at the Authorizing Document numberlowest available market price, date less the Price of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered. 4.3 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Companyrelevant Goods. 4.4 The Company and, if applicable, the Supplier shall inspect the Goods as soon as practicable following delivery and agree an inventory of the quality and quantity delivered. The Company Seller shall not be liable for any damage found delay in delivery of the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the Goods or Services to be supplied on such inspectiontime (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will be deemed to have been delivered by the due date and Seller may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). If the Company in its reasonable opinion considers Following written notice to Buyer, Seller may also sell any of the Goods to be at the best price reasonably obtainable in an unsuitable condition or the circumstances and charge Buyer for any shortfall below the Price of the wrong quantity either on delivery or subsequently, Goods under the Company shall notify the Supplier, which shall promptly arrange the repair, remedy, correction or replacement of such Goods within 24 hours following the time of the Company’s so notifying the Supplier. If the Supplier has not fully repaired, remedied, corrected or replaced (as appropriate) such Goods by the expiry of such 24-hour period, the Company shall be entitled to enforce the Company’s remedies under Clause 8 (Remedies). 4.5 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicableContract. 4.6 The Company shall not be deemed to have accepted If Seller's delivery note or package labelling states that the Packages in which the Goods until it has had are delivered are returnable to Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a reasonable period of time to inspect them following delivery orcharge have been made by Seller. "Packages" shall include bulk tankers, if laterminibulks, within a reasonable period of time after any latent defect in them has become apparentflexis, crates, boxes or other containers and pallets. 4.7 The Supplier shall give the Company prior written notice of the delivery under this Agreement of any Goods having a hazard to the health and safety of persons or property, identifying those hazards and giving full details of any precautions to be taken by the Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods.

Delivery. 4.1 The Supplier shall deliver the Supplies in accordance with the instructions and date(s) specified in the Authorizing Document (or, to the extent that no date or timescale is specified, then within 14 days after the date of this Agreement or at such other time as the Company may approve in writing or reasonably request). Time is of the essence Any dates quoted for delivery of the Supplies. The Supplier shall, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of their time, attention and ability to the Supplies (including any overtime or additional shifts required) as may be necessary to meet those timescales. If there is any likelihood that the Supplier or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, then, without prejudice to any of the Company’s other rights or remedies, the Supplier shall promptly give the Company advance notice of the nature and effects of the circumstances in question and a best estimate of the duration of such circumstances. 4.2 The Supplier shall ensure that: (a) any Goods are marked approximate only and delivered in accordance with the Company’s instructions and any applicable regulations or requirements of the carrier and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course; and (b) any delivery of Goods is accompanied by a delivery note which shows the Authorizing Document number, date of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered. 4.3 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company. 4.4 The Company and, if applicable, the Supplier shall inspect the Goods as soon as practicable following delivery and agree an inventory of the quality and quantity delivered. The Company shall not be liable for any damage found on such inspection. If loss suffered by the Buyer arising from any delay in the delivery of the Goods. 4.2 The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery and the Buyer shall not be entitled to refuse to accept and/or receive late delivery of the Goods 4.3 Time for delivery shall not be of the essence unless previously agreed by the Company in its reasonable opinion considers any of writing and it is agreed that the Goods Buyer shall not be entitled to be in an unsuitable condition or of terminate the wrong quantity either on delivery or subsequently, the Company shall notify the Supplier, which shall promptly arrange the repair, remedy, correction or replacement of such Goods within 24 hours following the time Contract by reason of the Company’s so notifying failure to deliver by the SupplierDelivery Date 4.4 Delivery shall take place and risk shall pass to the Buyer upon the earliest of the following:- (a) The Company handing the Goods to the Buyer or its agent at the Company’s premises, or (b) The Goods leaving the Company’s premises, or (c) On the eighth day following notification that the Goods are ready for dispatch except in the case of export orders which, unless agreed otherwise in writing, will be delivered F.O.B at an Italian port of the Company’s choosing 4.5 If the Buyer fails to:- (a) take delivery of the Goods or fails to give adequate delivery instructions before or at the Delivery Date (otherwise than by reason of the Company’s fault); and (b) collect the Goods on the expiry of the seventh day following notification of readiness for despatch then without prejudice to any other right or remedy available to the Company it may:- (a) store the Goods until actual delivery and charge the Buyer the reasonable costs (including transportation and insurance) of storage; or (b) treat the Contract as repudiated and sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the Price or charge the Buyer for any shortfall below the Price 4.6 The Buyer shall inspect the Goods immediately on delivery and shall within seven (7) days of delivery notify the Company of any alleged defect damage or failure to comply with description or sample. The Buyer shall afford the Company an opportunity to inspect the Goods within a reasonable time following delivery and before any use is made of them. If the Supplier has not fully repaired, remedied, corrected or replaced (as appropriate) such Buyer shall fail to comply with these provisions the Goods by the expiry of such 24-hour period, the Company shall be entitled conclusively presumed to enforce be in accordance with the Company’s remedies under Clause 8 (Remedies). 4.5 Unless otherwise specified, Contract free from any defect or damage which would be apparent on a reasonable examination of the Supplier Goods and the Buyer shall be responsible for installing, commissioning and decommissioning the Goods, as applicable. 4.6 The Company shall not be deemed to have accepted the Goods until it has had a reasonable period of time to inspect them following delivery or, if later, within a reasonable period of time after any latent defect in them has become apparent.Goods 4.7 The Supplier Buyer shall give be responsible for obtaining all necessary licenses and permissions for the Company prior written notice import and use of the delivery under this Agreement Goods into the country of destination 4.8 Save as otherwise provided in writing, in respect of export orders, any Goods having stated Delivery Dates shall commence only upon receipt of a hazard to letter of credit complying in all respects with the health and safety of persons or property, identifying those hazards and giving full details of any precautions to be taken by the Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the GoodsCompany’s requirements.

Delivery. 4.1 The Supplier shall deliver the Supplies in accordance with the instructions and date(s) specified in the Authorizing Document 6.1 Delivery takes place on agreed INCOTERMS (or, to the extent that no date or timescale is specified, then within 14 days after the date of this Agreement or at such other time as the Company may approve in writing or reasonably requestICC INCOTERMS 2000). If no INCOTERMS terms apply, delivery shall be understood to occur at the moment unloading has finished taking place at the location designated by Buyer. 6.2 Time of delivery of the Goods and of performance of the Services is of the essence for delivery and shall start to run from the date of acceptance by the Seller of the Supplies. The Supplier shall, Purchase Order or the date on which the Seller is placed in possession of such information and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of their time, attention and ability to the Supplies (including any overtime or additional shifts required) drawings as may be necessary to meet those timescalesenable him to start work on the Goods or the Services, whichever may be the later. 6.3 Delivery of Goods in instalments shall be permitted only with the consent of the Buyer and such permission, if given, shall not entitle the Seller to claim payment prior to completion of the present Agreement unless the Buyer has agreed in writing. 6.4 If the Buyer is not able to accept delivery of the Goods or installation of the Goods when due, the Seller shall be responsible for arranging suitable storage at suitable premises of the Goods, advising the Buyer beforehand of the particulars of such proposed storage and the Seller shall also ensure that the Goods and the premises in which they are stored are properly insured against all the usual risks and notify the Buyer of such insurance cover. 6.5 If delivery is made before the delivery date specified in the Purchase Order, the Buyer may return the Goods to the Seller at the Seller's risk and expense. 6.6 Each delivery must be accompanied by details of the exact quantity and description of the Goods and/or the Services performed. Shipping documents and a separate invoice stating the relevant Purchase Order number for each shipment must be sent by first class mail to the Buyer's plant or office which issued the Purchase Order on the day on which the shipment is made, marked for the attention of the Accounts Office. When Goods are invoiced by the Seller but shipped by a third party, the invoice shall bear the name of the shipper and the point from which the delivery originated. If there shipment is any likelihood that not delivered to the Supplier or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, then, without prejudice to any of the Company’s other rights or remediesBuyer's premises, the Supplier original bill of lading must be furnished with the invoice(s). The Buyer's count shall promptly give the Company advance notice of the nature and effects of the circumstances in question and a best estimate of the duration of such circumstancesbe accepted as final on all shipments. 4.2 The Supplier shall ensure that: (a) any 6.7 Delivery is completed only if the agreed Goods or Services are marked and delivered in their entirety in accordance with the Company’s instructions and any applicable regulations present Agreement at the location designated by Buyer. 6.8 The Seller shall provide Buyer a current material safety data sheet (“MSDS”) for each Good supplied to Buyer under the present Agreement on an annual basis or requirements sooner in the event such document has been modified. 6.9 If the Seller is in the position of being able to supply some but not all of its customers, the Buyer shall be given priority over all other of the carrier and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course; and (b) any delivery of Goods is accompanied by a delivery note which shows the Authorizing Document number, date of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be deliveredSeller's customers. 4.3 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company. 4.4 The Company and, if applicable, the Supplier shall inspect the Goods as soon as practicable following delivery and agree an inventory of the quality and quantity delivered. The Company shall not be liable for any damage found on such inspection. If the Company in its reasonable opinion considers any of the Goods to be in an unsuitable condition or of the wrong quantity either on delivery or subsequently, the Company shall notify the Supplier, which shall promptly arrange the repair, remedy, correction or replacement of such Goods within 24 hours following the time of the Company’s so notifying the Supplier. If the Supplier has not fully repaired, remedied, corrected or replaced (as appropriate) such Goods by the expiry of such 24-hour period, the Company shall be entitled to enforce the Company’s remedies under Clause 8 (Remedies). 4.5 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable. 4.6 The Company shall not be deemed to have accepted the Goods until it has had a reasonable period of time to inspect them following delivery or, if later, within a reasonable period of time after any latent defect in them has become apparent. 4.7 The Supplier shall give the Company prior written notice of the delivery under this Agreement of any Goods having a hazard to the health and safety of persons or property, identifying those hazards and giving full details of any precautions to be taken by the Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods.

Delivery. 4.1 (1) Our delivery shall take place ex work (EXW Incoterms 2000), unless anything eise has been agreed upon in writing. The Supplier time at which the risk of damage or lass of the goods shall deliver the Supplies pass shall be fixed in accordance with the instructions and date(sinterpretation of Trade Terms of the International Chamber of Commerce of Paris (Incoterms 2000). (2) specified We shall have the right to reasonable delivery in installments. (3) In the Authorizing Document (case of call delivery orders, the full ordered quantity shall be deemed called off by the contractual partner one calendar month after expiration of the agreed call-off time period, or, to the extent that no date or timescale is specifiedif a time period has not been agreed upon, then within 14 days three calendar months after the date of this Agreement or at such other time as the Company may approve in writing or reasonably request). Time is conclusion of the essence for delivery contract. (4) lf the purchaser is entitled to classify call-off quotas, and he does not carry out such classification within one calendar month after expiration of the Supplies. The Supplier shallrelevant agreed call-off time period, or, if such a time period has not been agreed upon, within one month after being requested to do so by us, then we are entitled to classify, deliver and calculate the total ordered quantity at our discretion. (5) Our delivery obligation shall procure that at all times be subject to timely and orderly receipt of the Supplier Personnel shallgoods from our own suppliers. (6) Unless otherwise expressly agreed in writing, any indicated time of delivery or unloading shall be non-binding. (without further liability 7) Any inability to the Company) devote such supply as a result of their time, attention and ability to the Supplies (including any overtime force majeure or additional shifts required) as may be necessary to meet those timescales. If there is any likelihood that the Supplier or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, thenother unforeseen incidents outside our responsibility including, without prejudice to any limitation, strike, lock out, acts of the Company’s other rights public authorities, subsequent cease of export or remedies, the Supplier shall promptly give the Company advance notice import opportunities and our reservation of the nature and effects of the circumstances in question and a best estimate of the duration of such circumstances. 4.2 The Supplier shall ensure that: (a) any Goods are marked and delivered timely supply from on own supplies in accordance with subsection (5) above shall, for their duration and in accordance with their impact, relieve us from the Company’s instructions obligation to comply with any agreed time for delivery and any applicable regulations or requirements of the carrier and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course; andunloading. (b) 8) lf any agreed time of delivery of Goods is accompanied by a delivery note which shows the Authorizing Document number, date of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered. 4.3 Unless otherwise agreed by the Company in writing, all Goods or unloading shall be delivered to the Premises during business hours with transportation charges exceeded and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company. 4.4 The Company and, if applicable, the Supplier shall inspect the Goods as soon as practicable following delivery and agree an inventory of the quality and quantity delivered. The Company shall not be liable for any damage found on such inspection. If the Company in its reasonable opinion considers any of the Goods to be in an unsuitable condition or of the wrong quantity either on delivery or subsequently, the Company shall notify the Supplier, which shall promptly arrange the repair, remedy, correction or replacement of such Goods within 24 hours following the time of the Company’s so notifying the Supplier. If the Supplier has not fully repaired, remedied, corrected or replaced (as appropriate) such Goods by the expiry of such 24-hour period, the Company there shall be entitled no incident referred to enforce in subsection (7) above, then the Company’s remedies under Clause 8 (Remedies). 4.5 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable. 4.6 The Company shall not be deemed Purchaser must specify to have accepted the Goods until it has had us a reasonable cure period of time minimum two weeks. lf we shall fail to inspect them following delivery ormeet such deadline also, if later, within a reasonable period then the Purchaser shall have the right to rescind the agreement but s hall have no right to seek compensation for breach of time after any latent defect contract or default unless in them has become apparentcases of willful misconduct or gross negligence on our part. 4.7 The Supplier shall give the Company prior written notice of the delivery under this Agreement of any Goods having a hazard to the health and safety of persons or property, identifying those hazards and giving full details of any precautions to be taken by the Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods.

Delivery. 4.1 The Supplier shall deliver Unless agreed otherwise in writing by the Supplies parties, all Goods are delivered FCA (“Free carrier” as defined in accordance with INCOTERMS 2020®) at the instructions and date(s) place specified in the Authorizing Document (or, to the extent that no date or timescale is specified, then within 14 days after the date of this Agreement or at such other time as the Company may approve in writing or reasonably request). Time is of the essence Order Confirmation. 4.2 Any dates quoted for delivery of the Supplies. The Supplier shallGoods or performance of Services are approximate only, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such time of their time, attention and ability to the Supplies (including any overtime or additional shifts required) as may be necessary to meet those timescales. If there delivery is any likelihood that the Supplier or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, then, without prejudice to any not of the Company’s other rights or remedies, the Supplier shall promptly give the Company advance notice of the nature and effects of the circumstances in question and a best estimate of the duration of such circumstancesessence. 4.2 The Supplier 4.3 In the event of delay in delivery, Buyer shall ensure that: give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s sole liability and Buyer’s exclusive remedy for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods are marked and delivered in accordance with the Company’s instructions and any applicable regulations or requirements of the carrier and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course; and (b) any delivery reimbursing Buyer for the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of Goods is accompanied by a delivery note which shows similar description and quality, at the Authorizing Document numberlowest available market price, date less the Price of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered. 4.3 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Companyrelevant Goods. 4.4 The Company and, if applicable, the Supplier shall inspect the Goods as soon as practicable following delivery and agree an inventory of the quality and quantity delivered. The Company Seller shall not be liable for any damage found delay in delivery of the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the Goods or Services to be supplied on such inspectiontime (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will be deemed to have been delivered by the due date and Seller may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). If the Company in its reasonable opinion considers Following written notice to ▇▇▇▇▇, Seller may also sell any of the Goods to be at the best price reasonably obtainable in an unsuitable condition or the circumstances and charge Buyer for any shortfall below the Price of the wrong quantity either on delivery or subsequently, Goods under the Company shall notify the Supplier, which shall promptly arrange the repair, remedy, correction or replacement of such Goods within 24 hours following the time of the Company’s so notifying the Supplier. If the Supplier has not fully repaired, remedied, corrected or replaced (as appropriate) such Goods by the expiry of such 24-hour period, the Company shall be entitled to enforce the Company’s remedies under Clause 8 (Remedies). 4.5 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicableContract. 4.6 The Company shall not be deemed to have accepted If Seller's delivery note or package labelling states that the Packages in which the Goods until it has had a reasonable period of time are delivered are returnable to inspect them following delivery orSeller, if later, within a reasonable period of time after any latent defect such Packages shall be returned in them has become apparent. 4.7 The Supplier shall give the Company prior written notice of the delivery under this Agreement of any Goods having a hazard to the health and safety of persons or property, identifying those hazards and giving full details of any precautions to be taken by the Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods.accordance with

Delivery. 4.1 The Supplier 16.1 Unless otherwise notified by the Company in the Order, the Goods shall deliver the Supplies be delivered Free Carrier (in accordance with the instructions and date(s) most recent version of the Incoterms), to such place of delivery as is indicated by the Company, provided that the Seller shall be responsible for loading the Goods. Notwithstanding the foregoing, the Company may request the Seller to arrange for transportation to the Company's premises through the carrier nominated by the Company. 16.2 The date for delivery shall be specified in the Authorizing Document (orOrder, to the extent that or if no such date or timescale is specified, specified then delivery shall take place within 14 28 days after placing the Order. If the actual date of this Agreement or at such other time as the Company may approve in writing or reasonably request). Time is of the essence for delivery of the Supplies. The Supplier shall, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of their time, attention and ability to ’s premises is later than that specified in the Supplies (including any overtime or additional shifts required) as may be necessary to meet those timescales. If there is any likelihood that the Supplier or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, then, Order then without prejudice to any other rights it may have, the Company may apply the remedies as set forth in these Conditions. 16.3 The Seller warrants that all components and spare parts of the Company’s other rights or remedies, delivered Goods (including any software) will be available during the Supplier shall technical life of the delivered Goods and promptly give dispatched to the Company advance notice of the nature and effects of the circumstances in question and a best estimate of the duration of such circumstancesupon its request. 4.2 16.4 The Supplier Seller shall ensure that: (a) any Goods are marked and delivered in accordance with the Company’s instructions and any applicable regulations or requirements of the carrier and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course; and (b) any that each delivery of Goods is accompanied by a delivery note which shows shows, inter alia, the Authorizing Document Order number, line item number, date of orderOrder, number of packages and contents and, in the case of part partial delivery, the outstanding balance remaining to be delivered. 4.3 16.5 Unless otherwise agreed stipulated by the Company in writingthe Order, all Goods deliveries shall only be accepted by the Company in normal business hours. 16.6 If the Seller requires the Company to return any packaging material to the Seller that fact must be clearly stated on any delivery note delivered to the Premises during business hours with transportation charges Company and any other applicable charges pre-paid such packaging material will only be returned to the Seller at the cost of the Seller. 16.7 Where the Company agrees in writing to accept delivery by installments the Contract will be construed as a single Contract in respect of each installment. Nevertheless, failure by the Supplier. The Seller to deliver any installment shall entitle the Company to avail itself of the remedies as set forth in Article 8. 16.8 If the Goods are delivered to the Company in excess of the quantities ordered, the Company shall not be obliged bound to carry out pay for the excess and any work to enable delivery of Supplies to take place. The Supplier shall offload Goods excess will be and will remain at its own risk, as directed by the CompanySeller’s risk and will be returnable at the Seller’s expense. 4.4 The Company and, if applicable, the Supplier shall inspect the Goods as soon as practicable following delivery and agree an inventory of the quality and quantity delivered. The Company shall not be liable for any damage found on such inspection. If the Company in its reasonable opinion considers any of the Goods to be in an unsuitable condition or of the wrong quantity either on delivery or subsequently, the Company shall notify the Supplier, which shall promptly arrange the repair, remedy, correction or replacement of such Goods within 24 hours following the time of the Company’s so notifying the Supplier. If the Supplier has not fully repaired, remedied, corrected or replaced (as appropriate) such Goods by the expiry of such 24-hour period, the Company shall be entitled to enforce the Company’s remedies under Clause 8 (Remedies). 4.5 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable. 4.6 The Company shall not be deemed to have accepted the Goods until it has had a reasonable period of time to inspect them following delivery or, if later, within a reasonable period of time after any latent defect in them has become apparent. 4.7 The Supplier shall give the Company prior written notice of the delivery under this Agreement of any Goods having a hazard to the health and safety of persons or property, identifying those hazards and giving full details of any precautions to be taken by the Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods.

Delivery. 4.1 The Supplier shall deliver Unless agreed otherwise in writing by the Supplies parties, all Goods are delivered FCA (“Free carrier” as defined in accordance with INCOTERMS 2020®) at the instructions and date(s) place specified in the Authorizing Document (or, to the extent that no date or timescale is specified, then within 14 days after the date of this Agreement or at such other time as the Company may approve in writing or reasonably request). Time is of the essence Order Confirmation. 4.2 Any dates quoted for delivery of the Supplies. The Supplier shallGoods or performance of Services are approximate only, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such time of their time, attention and ability to the Supplies (including any overtime or additional shifts required) as may be necessary to meet those timescales. If there delivery is any likelihood that the Supplier or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, then, without prejudice to any not of the Company’s other rights or remedies, the Supplier shall promptly give the Company advance notice of the nature and effects of the circumstances in question and a best estimate of the duration of such circumstancesessence. 4.2 The Supplier 4.3 In the event of delay in delivery, Buyer shall ensure that: give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s sole liability and Buyer’s exclusive remedy for such non-delivery will be limited to (a) refunding any Goods are marked sums which Buyer has paid for the undelivered Goods, and delivered in accordance with the Company’s instructions and any applicable regulations or requirements of the carrier and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course; and (b) any delivery of Goods is accompanied reimbursing Buyer for the reasonable and proper external costs and expenses incurred by a delivery note which shows the Authorizing Document number, date of order, number of packages and contents andBuyer, in obtaining replacement goods of similar description and quality, at the case lowest available market price, less the Price of part delivery, the outstanding balance remaining to be delivered. 4.3 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Companyrelevant Goods. 4.4 The Company and, if applicable, the Supplier shall inspect the Goods as soon as practicable following delivery and agree an inventory of the quality and quantity delivered. The Company Seller shall not be liable for any damage found delay in delivery of the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licenses or authorizations to enable the Goods or Services to be supplied on such inspectiontime (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will be deemed to have been delivered by the due date and Seller may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). If the Company in its reasonable opinion considers Following written notice to ▇▇▇▇▇, Seller may also sell any of the Goods to be at the best price reasonably obtainable in an unsuitable condition or the circumstances and charge Buyer for any shortfall below the Price of the wrong quantity either on delivery or subsequently, Goods under the Company shall notify the Supplier, which shall promptly arrange the repair, remedy, correction or replacement of such Goods within 24 hours following the time of the Company’s so notifying the Supplier. If the Supplier has not fully repaired, remedied, corrected or replaced (as appropriate) such Goods by the expiry of such 24-hour period, the Company shall be entitled to enforce the Company’s remedies under Clause 8 (Remedies). 4.5 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicableContract. 4.6 The Company shall not be deemed to have accepted If Seller's delivery note or package labelling states that the Packages in which the Goods until it has had are delivered are returnable to Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a reasonable period of time to inspect them following delivery orcharge have been made by Seller. "Packages" shall include bulk tankers, if laterminibulks, within a reasonable period of time after any latent defect in them has become apparentflexis, crates, boxes or other containers and pallets. 4.7 The Supplier shall give the Company prior written notice of the delivery under this Agreement of any Goods having a hazard to the health and safety of persons or property, identifying those hazards and giving full details of any precautions to be taken by the Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods.

Delivery. 4.1 The Supplier shall deliver Unless agreed otherwise in writing by the Supplies parties, all Goods are delivered FCA (“Free carrier” as defined in accordance with INCOTERMS 2020®) at the instructions and date(s) place specified in the Authorizing Document (or, to the extent that no date or timescale is specified, then within 14 days after the date of this Agreement or at such other time as the Company may approve in writing or reasonably request). Time is of the essence Order Confirmation. 4.2 Any dates quoted for delivery of the Supplies. The Supplier shallGoods or performance of Services are approximate only, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such time of their time, attention and ability to the Supplies (including any overtime or additional shifts required) as may be necessary to meet those timescales. If there delivery is any likelihood that the Supplier or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, then, without prejudice to any not of the Company’s other rights or remedies, the Supplier shall promptly give the Company advance notice of the nature and effects of the circumstances in question and a best estimate of the duration of such circumstancesessence. 4.2 The Supplier 4.3 In the event of delay in delivery, Buyer shall ensure that: give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods are marked and delivered in accordance with the Company’s instructions and any applicable regulations or requirements of the carrier and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course; and (b) any delivery the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of Goods is accompanied by a delivery note which shows the Authorizing Document number, date of order, number of packages similar description and contents and, quality in the case cheapest market available, less the Price of part delivery, the outstanding balance remaining to be delivered. 4.3 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Companyrelevant Goods. 4.4 The Company and, if applicable, the Supplier shall inspect the Goods as soon as practicable following delivery and agree an inventory of the quality and quantity delivered. The Company Seller shall not be liable for any damage found delay in delivery of the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the Goods or Services to be supplied on such inspectiontime (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will be deemed to have been delivered by the due date and Seller may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). If the Company in its reasonable opinion considers Following written notice to ▇▇▇▇▇, Seller may also sell any of the Goods to be at the best price reasonably obtainable in an unsuitable condition or the circumstances and charge Buyer for any shortfall below the Price of the wrong quantity either on delivery or subsequently, Goods under the Company shall notify the Supplier, which shall promptly arrange the repair, remedy, correction or replacement of such Goods within 24 hours following the time of the Company’s so notifying the Supplier. If the Supplier has not fully repaired, remedied, corrected or replaced (as appropriate) such Goods by the expiry of such 24-hour period, the Company shall be entitled to enforce the Company’s remedies under Clause 8 (Remedies). 4.5 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicableContract. 4.6 The Company shall not be deemed to have accepted If Seller's delivery note or package labelling states that the Packages in which the Goods until it has had are delivered are returnable to Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a reasonable period of time to inspect them following delivery orcharge have been made by Seller. "Packages" shall include bulk tankers, if laterminibulks, within a reasonable period of time after any latent defect in them has become apparentflexis, crates, boxes or other containers and pallets. 4.7 The Supplier shall give the Company prior written notice of the delivery under this Agreement of any Goods having a hazard to the health and safety of persons or property, identifying those hazards and giving full details of any precautions to be taken by the Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods.

Delivery. 4.1 The Supplier shall deliver Unless agreed otherwise in writing by the Supplies parties, all Goods are delivered FCA (“Free carrier” as defined in accordance with INCOTERMS 2020®) at the instructions and date(s) place specified in the Authorizing Document (or, to Order Confirmation. Buyer will provide at its expense adequate and appropriate equipment and manual labour for off-loading the extent that no date or timescale is specified, then within 14 days after the date of this Agreement or at such other time as the Company may approve in writing or reasonably request). Time is of the essence Goods. 4.2 Any dates quoted for delivery of the Supplies. The Supplier shallGoods or performance of Services are approximate only, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such time of their time, attention and ability to the Supplies (including any overtime or additional shifts required) as may be necessary to meet those timescales. If there delivery is any likelihood that the Supplier or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, then, without prejudice to any not of the Company’s other rights or remedies, the Supplier shall promptly give the Company advance notice of the nature and effects of the circumstances in question and a best estimate of the duration of such circumstancesessence. 4.2 The Supplier 4.3 In the event of delay in delivery, Buyer shall ensure that: give written notice to Seller requiring the delivery to be made within 14 days. Subject to Clause 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s sole liability and Buyer’s exclusive remedy for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods are marked and delivered in accordance with the Company’s instructions and any applicable regulations or requirements of the carrier and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course; and (b) any delivery reimbursing Buyer for the reasonable and proper external costs and expenses incurred by Buyer in obtaining replacement goods of Goods is accompanied by a delivery note which shows similar description and quality at the Authorizing Document numberlowest available market price, date less the Price of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered. 4.3 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Companyrelevant Goods. 4.4 The Company and, if applicable, the Supplier shall inspect the Goods as soon as practicable following delivery and agree an inventory of the quality and quantity delivered. The Company Seller shall not be liable for any damage found delay in delivery of the Goods or Services where Buyer failed to provide written notice in accordance with Clause 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the Goods or Services to be supplied on such inspectiontime (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will be deemed to have been delivered by the due date and Seller may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). If the Company in its reasonable opinion considers Following written notice to Buyer, Seller may also sell any of the Goods to be at the best price reasonably obtainable in an unsuitable condition or the circumstances and charge Buyer for any shortfall below the Price of the wrong quantity either on delivery or subsequently, Goods under the Company shall notify the Supplier, which shall promptly arrange the repair, remedy, correction or replacement of such Goods within 24 hours following the time of the Company’s so notifying the Supplier. If the Supplier has not fully repaired, remedied, corrected or replaced (as appropriate) such Goods by the expiry of such 24-hour period, the Company shall be entitled to enforce the Company’s remedies under Clause 8 (Remedies). 4.5 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicableContract. 4.6 The Company shall not be deemed to have accepted If Seller's delivery note or package labelling states that the Packages in which the Goods until it has had are delivered are returnable to Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a reasonable period of time to inspect them following delivery orcharge have been made by Seller. "Packages" shall include bulk tankers, if laterminibulks, within a reasonable period of time after any latent defect in them has become apparentflexis, crates, boxes or other containers and pallets. 4.7 The Supplier shall give the Company prior written notice of the delivery under this Agreement of any Goods having a hazard to the health and safety of persons or property, identifying those hazards and giving full details of any precautions to be taken by the Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods.

Delivery. 4.1 The Supplier 10.1. Any delivery date indicated by Synertech shall deliver merely be regarded as the Supplies in accordance with the instructions and date(s) specified in the Authorizing Document (or, to the extent that no date or timescale is specified, then within 14 days after the estimated date of this Agreement delivery and shall not bind Synertech to effect delivery on or at near such date. 10.2. The customer shall accept delivery whenever it is tendered and shall not be entitled to resile from the agreement nor to withhold or defer any payment nor to a reduction in price nor to any other time as the Company may approve right or remedy against Synertech (whether for losses, costs, damages, expenses, interest or otherwise) on account of delays in writing effecting delivery, partial delivery or reasonably request)non-delivery, whether occasioned by any negligent (including grossly negligent) act or omission attributable to Synertech. 10.3. Time is of the essence for If delivery of the Supplies. The Supplier shall, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of their time, attention and ability to the Supplies (including any overtime or additional shifts required) as may be necessary to meet those timescales. If there particular order is any likelihood that the Supplier or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, then, without prejudice to any of the Company’s other rights or remedies, the Supplier shall promptly give the Company advance notice of the nature and effects of the circumstances in question and a best estimate of the duration of such circumstances. 4.2 The Supplier shall ensure that: (a) any Goods are marked and delivered in accordance with the Company’s instructions and any applicable regulations or requirements of the carrier and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course; and (b) any delivery of Goods is accompanied by a delivery note which shows the Authorizing Document number, date of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered. 4.3 Unless otherwise agreed by the Company effected in writingconsignments, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company Synertech shall not be obliged to carry out deliver any work part of the order until the purchase price which is due in respect of the part of the order which has already been delivered has been paid (also refer to paragraph 18.2. 10.4. If the goods are to be delivered by road, the customer shall be obliged to procure that the delivery destination shall be easily accessible to road transport vehicles. Unless specifically quoted for the cost of goods does not include delivery or transport costs. The customer shall be responsible for off-loading the goods at the delivery destination at the customer’s risk and costs. If the goods are to be transported by rail, the customer, at his risk, shall be responsible for collection of the goods at the railhead and the goods shall be regarded as delivered, if Synertech has agreed to deliver it at the railhead, when Synertech delivers it to the railhead to be so transported. 10.5. If Synertech agrees to engage a third party to transport the goods, then Synertech is hereby authorized to engage a third party of its choice on the customer’s behalf and on the terms deemed fit by Synertech, at the costs and risk of the customer to collect the goods (which shall constitute delivery when it is so collected) and transport it to the Customer. The customer hereby indemnifies Synertech against any costs and claims that may arise against Synertech from such engagement. 10.6. The customer shall be obliged to inspect all goods upon delivery and shall endorse the delivery note as to any missing or damaged goods and the onus of proof of any missing or damaged goods shall rest on the customer. No claims for missing or damaged goods shall be valid unless the delivery note has been endorsed as aforesaid and unless, in addition, the customer notifies Synertech in writing within 3 business days of the delivery of the goods of the claim in question and specifying the goods relating to such claim. 10.7. The customer shall be obliged to furnish all information necessary to enable delivery of Supplies the relevant goods to take place. The Supplier shall offload Goods at its own risk, as directed by the Company. 4.4 The Company and, if applicable, the Supplier shall inspect the Goods as soon as practicable following delivery and agree an inventory of the quality and quantity delivered. The Company shall not be liable for any damage found on such inspectioneffected. If the Company in its reasonable opinion considers any of customer fails or refuses to furnish the Goods information, delays, or fails or refuses to be in an unsuitable condition or of the wrong quantity either on take delivery or subsequentlyfails to make payment, the Company goods shall notify notwithstanding the Supplier, which shall promptly arrange the repair, remedy, correction or replacement provisions of such Goods within 24 hours following the time of the Company’s so notifying the Supplier. If the Supplier has not fully repaired, remedied, corrected or replaced (as appropriate) such Goods by the expiry of such 24-hour period, the Company shall be entitled to enforce the Company’s remedies under Clause 8 (Remedies). 4.5 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable. 4.6 The Company shall not clause 7 be deemed to have accepted been delivered to the Goods until customer forthwith. The customer shall be obliged to collect the relevant goods from Synertech at his risk and costs. The risk in and to the goods shall pass to the customer on the deemed date of delivery and Synertech shall, in addition to any other rights it has had a reasonable period of time may have, be entitled to inspect them following delivery or, if later, within a reasonable period of time after any latent defect in them has become apparent. 4.7 The Supplier shall give charge the Company prior written notice customer for the storage of the goods at a storage rate of 1% per month or portion thereof calculated on the value of the goods stored as from the date of delivery under this Agreement of any Goods having a hazard to until the health and safety of persons or property, identifying those hazards and giving full details of any precautions to be taken date it is collected by the Company on the delivery of such Goods customer and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goodspayable before collection thereof.

Delivery. 4.1 The Supplier shall deliver the Supplies in accordance with the instructions and date(s) specified in the Authorizing Document (or, to the extent that no date or timescale is specified, then within 14 days after the date of this Agreement or at such other time as the Company may approve in writing or reasonably request). Time is of the essence for delivery of the Supplies. The Supplier shall, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of their time, attention and ability to the Supplies (including any overtime or additional shifts required) as may be necessary to meet those timescales. If there is any likelihood that the Supplier or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, then, without prejudice to any of the Company’s other rights or remedies, the Supplier shall promptly give the Company advance notice of the nature and effects of the circumstances in question and a best estimate of the duration of such circumstances. 4.2 The Supplier shall ensure that: (a) any Goods are marked and Each bulk Concentrate shipment shall be delivered by Seller to Buyer FCA Hazesa Terminal, Manzanillo via the Buyer’s TMC warehouse in accordance with the Company’s instructions and any applicable regulations or requirements of the carrier and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course; andManzanillo. (b) For purposes of the Freight Credit, the Buyer is responsible for discharge of Concentrates from the carrying vessel’s hold(s) and shall arrange and shall pay for all costs associated with discharge. (c) For purposes of the Freight Credit, the carrying vessel used by Buyer shall be classified highest Lloyd’s registration or equivalent and shall be no more than fifteen (15) years of age (provided, however, that if the age of the nominated vessel exceeds fifteen (15) years, Buyer will accept a vessel with an age of no more than twenty (20) years, provided that all additional cargo insurance caused by the age being above fifteen (15) years shall be for the Seller’s account), single deck, bulk carrier otherwise suitable to discharge the Concentrate by grab having fully flat and unobstructed tank top without any delivery protruding structures which might be a hindrance for the performance of Goods normal grab discharge and/or the use of payloaders in holds. Spout trimming must be observed at loading port, not leveling. No Concentrate to be stowed in bridge spaces, deep tanks or other spaces inaccessible to mechanical grabs for discharging. Any extra expenses incurred in discharging by reason of stowage in excepted places shall be for account of Seller and any time so lost and above the usual time required for grab discharge is accompanied not to count as laytime used. (d) For purposes of the Freight Credit, Buyer has responsibility to deliver Concentrate to the port of discharge nominated by Dowa at Buyer’s own costs, even in case of loss or damage to the Concentrate or expense, if caused by insolvency or financial default of owners, managers, charterers, or operators of the carrying vessel, unless such cause also constitutes a delivery note which shows Force Majeure Event as defined herein. (e) For purposes of the Authorizing Document numberFreight Credit, date for discharge at Akita, Japan, Dowa guarantees a discharge rate of order2,500 wet tonnes per weather working day of 24 consecutive hours, number Sundays and legal, local and customary holidays excepted unless used, and if used, actual time used to count as laytime used. Laytime shall commence at 08:00 a.m. of packages the immediately next working day after the carrying vessel has tendered Notice of Readiness for discharge, unless sooner commenced, whether in berth or not, but only after free pratique is granted. Notice of Readiness is to be tendered during office hours only from 08:00 a.m. to 05:00 p.m., Monday through Friday, and contents and09:00a.m.-12:00p.m. on Saturday that the performing vessel is ready in all respects to start discharging operations, whether in berth or not, after it has arrived at the port of discharge. (f) For purposes of the Freight Credit, demurrage or despatch money (as applicable) at the port of discharge shall be for Dowa’s account at those rates in Buyer’s Charter Party for each shipment, provided that such rates are approved by Dowa, prior to each shipment. (g) If another cargo is being discharged from the same vessel at the Akita port, (i) In case of the Concentrate being discharged after the completion of discharge of such other cargo, laytime shall commence two (2) hours later after discharge completion of such cargo unless sooner commenced. (ii) In the case of part deliverycombined shipment with other cargoes, the outstanding balance remaining to be delivered. 4.3 Unless otherwise agreed by the Company in writing, all Goods laytime shall be delivered to calculated based on the Premises during business hours with transportation charges total quantity discharged at the Akita port and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company. 4.4 The Company and, if applicable, the Supplier shall inspect the Goods as soon as practicable following delivery and agree an inventory of the quality and quantity delivered. The Company shall not be liable for any damage found on such inspection. If the Company in its reasonable opinion considers any of the Goods to be in an unsuitable condition or of the wrong quantity either on delivery or subsequently, the Company shall notify the Supplier, which shall promptly arrange the repair, remedy, correction or replacement of such Goods within 24 hours following the time of the Company’s so notifying the Supplier. If the Supplier has not fully repaired, remedied, corrected or replaced (as appropriate) such Goods by the expiry of such 24-hour period, the Company shall be entitled to enforce the Company’s remedies under Clause 8 (Remedies). 4.5 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable. 4.6 The Company shall not be deemed to have accepted the Goods until it has had a reasonable period of time to inspect them following delivery or, if later, within a reasonable period of time after any latent defect in them has become apparent. 4.7 The Supplier shall give the Company prior written notice of the delivery under this Agreement of any Goods having a hazard to the health and safety of persons or property, identifying those hazards and giving full details of any precautions to be taken by the Company proportionally allocated based on the delivery ▇▇▇▇ of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the GoodsLading quantities.

Delivery. 4.1 The Supplier shall deliver the Supplies in accordance with the instructions and date(s) specified in the Authorizing Document (or, to the extent that no date or timescale is specified, then within 14 days after the date of this Agreement or at such other time as the Company may approve in writing or reasonably request). 2.1 Time is of the essence of the Order. Delivery shall not be deemed complete until Strato, Inc, (“Buyer”) or ▇▇▇▇▇’s agent has actually received and taken possession of goods, notwithstanding any agreement to pay freight or other related charges. Seller will promptly notify Buyer in writing if Seller anticipates difficulty in complying with a required delivery date and will use all commercially reasonable efforts to meet the required delivery date. Buyer may, at its discretion, deem goods delivered after the required delivery date or outside of the delivery schedule to be nonconforming and may either return such goods to Seller, at Seller’s expense and risk, for full credit; agree to a revised delivery schedule; or cancel the Order or remainder thereof without liability, purchase the goods elsewhere, and charge Seller with any loss incurred through Seller’s failure to meet the delivery schedule. Acceptance by ▇▇▇▇▇ of a later delivery of either the Supplies. The Supplier shall, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of their time, attention and ability to the Supplies (including any overtime whole or additional shifts required) as may be necessary to meet those timescales. If there is any likelihood that the Supplier or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, then, without prejudice to any part of the CompanyOrder shall not constitute a waiver of Buyer’s other rights or remedies, claim for any direct and/or indirect damages which the Supplier shall promptly give the Company advance notice of the nature and effects of the circumstances in question and a best estimate of the duration of such circumstanceslate delivery may have caused. 4.2 The Supplier 2.2 Seller shall ensure that: (a) any Goods are marked suitably ▇▇▇▇, ▇▇▇▇ and delivered ship the goods in accordance with standards and norms for the types of materials being shipped and in accordance with the Company’s instructions and any applicable regulations or requirements of the carrier transporting the goods and properly packed shall assure delivery free of damage and secured so as deterioration. In addition, Seller shall comply with any packing, marking or shipping instructions provided by the Buyer. Buyer shall not be charged for packing, marking or shipping unless same is agreed to reach their destination in an undamaged condition in with the ordinary courseSeller and is separately itemized on the Face of the Order. Buyer’s order number must appear on the container, the packing list, invoice and correspondence relating to the Order. Two copies of the packing list (which provides the quantity and description of the goods contained therein) shall be placed within the container. 2.3 Unless otherwise stated by Buyer on the Face of the Order, for US shipments: (a) Seller shall arrange for freight pursuant to Buyer’s instructions; and (b) any Buyer shall pay for freight on a collect basis; and (c) title to and risk of loss for all goods shall remain with Seller until delivery of Goods is accompanied the goods to Buyer’s facility or such other destination specified by a Buyer. Unless otherwise stated by ▇▇▇▇▇ on the Face of the Order, for international shipments, delivery note which shows the Authorizing Document number, date of order, number of packages and contents and, goods shall be made FOB named port in the case of part delivery, the outstanding balance remaining to be deliveredaccordance with Incoterms 2000. 4.3 Unless otherwise agreed 2.4 Buyer’s failure at any time to require strict performance by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery Seller of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company. 4.4 The Company and, if applicable, the Supplier shall inspect the Goods as soon as practicable following delivery and agree an inventory of the quality and quantity delivered. The Company shall not be liable for any damage found on such inspection. If the Company in its reasonable opinion considers any of the Goods to be in an unsuitable condition or of the wrong quantity either on delivery or subsequently, the Company shall notify the Supplier, which shall promptly arrange the repair, remedy, correction or replacement of such Goods within 24 hours following the time of the Company’s so notifying the Supplier. If the Supplier has not fully repaired, remedied, corrected or replaced (as appropriate) such Goods by the expiry of such 24-hour period, the Company shall be entitled to enforce the Company’s remedies under Clause 8 (Remedies). 4.5 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable. 4.6 The Company provisions herein shall not be deemed waive or diminish Buyer’s right thereafter to have accepted the Goods until it has had a reasonable period of time to inspect them following delivery or, if later, within a reasonable period of time after demand strict compliance therewith or with any latent defect in them has become apparent. 4.7 The Supplier shall give the Company prior written notice of the delivery under this Agreement other provisions. Waiver of any Goods having a hazard to the health and safety of persons or property, identifying those hazards and giving full details of default shall not waive any precautions to be taken by the Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goodsdefault.

Delivery. 4.1 The Supplier Purchase Order shall specify requested delivery dates. Seller shall ship products with appropriate lead-time such that Products arrive at Buyer's dock on or reasonably around the requested arrival dates (absent a Force Majeure Event); provided, that Seller shall notify Buyer if it has reason to believe that any particular shipment of Products may not arrive at Buyer's dock within ten (10) days after the requested arrival dates, it being agreed and understood by the parties that the failure by Seller, on more than three (3) occasions with respect to any five (5) consecutive required delivery dates as set forth in Purchase Orders previously [***] Confidential information has been omitted and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request. EXHIBIT 10.22 CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO RULE 24B-2 CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934. THE OMITTED MATERIALS HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. delivered by Buyer and agreed upon by Seller, to deliver all units required to be delivered pursuant to such Purchase Orders upon any particular delivery date to Buyer's dock within the Supplies ten-day period following the respective delivery date (provided the cause of such delivery failure is not attributable to a request by Buyer that Seller make modifications to one or more Products prior to delivery that would not otherwise have had to been made by Seller in order to deliver Products in accordance with the instructions and date(sa then-effective Purchase Order) specified may result in the Authorizing Document (or, to the extent that no date or timescale is specified, then within 14 days after the date of Buyer terminating this Agreement or at such other time as the Company may approve in writing or reasonably request). Time is of the essence for delivery of the Supplies. The Supplier shall, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of their time, attention and ability to the Supplies (including any overtime or additional shifts required) as may be necessary to meet those timescales. If there is any likelihood that the Supplier or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, then, without prejudice to any of the Company’s other rights or remedies, the Supplier shall promptly give the Company advance notice of the nature and effects of the circumstances in question and a best estimate of the duration of such circumstancesunder Section 2.2. 4.2 The Supplier shall ensure that: (a) any Goods are marked and delivered in accordance with the Company’s instructions and any applicable regulations or requirements of the carrier and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course; and (b) any delivery of Goods is accompanied by a delivery note which shows the Authorizing Document number, date of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered. 4.3 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company. 4.4 The Company and, if applicable, the Supplier shall inspect the Goods as soon as practicable following delivery and agree an inventory of the quality and quantity delivered. The Company shall not be liable for any damage found on such inspection. If the Company in its reasonable opinion considers any of the Goods to be in an unsuitable condition or of the wrong quantity either on delivery or subsequently, the Company shall notify the Supplier, which shall promptly arrange the repair, remedy, correction or replacement of such Goods within 24 hours following the time of the Company’s so notifying the Supplier. If the Supplier has not fully repaired, remedied, corrected or replaced (as appropriate) such Goods by the expiry of such 24-hour period, the Company shall be entitled to enforce the Company’s remedies under Clause 8 (Remedies). 4.5 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable. 4.6 The Company shall not be deemed to have accepted the Goods until it has had a reasonable period of time to inspect them following delivery or, if later, within a reasonable period of time after any latent defect in them has become apparent. 4.7 The Supplier shall give the Company prior written notice of the delivery under this Agreement of any Goods having a hazard to the health and safety of persons or property, identifying those hazards and giving full details of any precautions to be taken by the Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods.

Delivery. 4.1 6.1 The Supplier Goods shall deliver be delivered to, and the Supplies Services shall be performed at, the Delivery Address on the date or within the period stated in the Order (as the case may be), in either case during IAC's usual business hours. 6.2 Where the date of delivery of the Goods or performance of the Services is to be specified after the placing of the Order, the Seller shall give IAC reasonable notice of the specified date. 6.3 The time of delivery of the Goods and performance of the Services is of the essence of the Contract. 6.4 A packing note quoting the number of the Order must accompany each delivery or consignment of the Goods and must be displayed prominently. 6.5 If the Goods are to be delivered, or the Services are to be performed by instalments, the Contract will be treated as a single Contract and not severable. 6.6 IAC shall be entitled to reject any Goods delivered which are not in accordance with the instructions and date(s) specified in the Authorizing Document (or, to the extent that no date or timescale is specified, then within 14 days after the date of this Agreement or at such other time as the Company may approve in writing or reasonably request). Time is of the essence for delivery of the Supplies. The Supplier shallContract, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of their time, attention and ability to the Supplies (including any overtime or additional shifts required) as may be necessary to meet those timescales. If there is any likelihood that the Supplier or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, then, without prejudice to any of the Company’s other rights or remedies, the Supplier shall promptly give the Company advance notice of the nature and effects of the circumstances in question and a best estimate of the duration of such circumstances. 4.2 The Supplier shall ensure that: (a) any Goods are marked and delivered in accordance with the Company’s instructions and any applicable regulations or requirements of the carrier and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course; and (b) any delivery of Goods is accompanied by a delivery note which shows the Authorizing Document number, date of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered. 4.3 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company. 4.4 The Company and, if applicable, the Supplier shall inspect the Goods as soon as practicable following delivery and agree an inventory of the quality and quantity delivered. The Company shall not be liable for any damage found on such inspection. If the Company in its reasonable opinion considers any of the Goods to be in an unsuitable condition or of the wrong quantity either on delivery or subsequently, the Company shall notify the Supplier, which shall promptly arrange the repair, remedy, correction or replacement of such Goods within 24 hours following the time of the Company’s so notifying the Supplier. If the Supplier has not fully repaired, remedied, corrected or replaced (as appropriate) such Goods by the expiry of such 24-hour period, the Company shall be entitled to enforce the Company’s remedies under Clause 8 (Remedies). 4.5 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable. 4.6 The Company shall not be deemed to have accepted the any Goods until it IAC has had a reasonable period amount of time (having regard to the nature and quality of the Goods and in any event being not less than 2 Working Days) to inspect them following delivery or, if later, within a reasonable period of time after any latent defect in them the Goods has become apparent. 4.7 6.7 The Supplier shall give the Company prior written notice Seller acknowledges that precise conformity of the Goods with the Contract is of the essence of the Contract, and accordingly IAC shall be entitled to reject the Goods if they are not in conformity with the Contract, however slight the breach may be. 6.8 The Seller shall supply IAC in good time with any instructions or other information required to enable IAC to accept delivery under this Agreement of the Goods and performance of the Services. 6.9 IAC shall not be obliged to return to the Seller any packaging or packing material for the Goods, whether or not any Goods having a hazard to are accepted by IAC. 6.10 If the health and safety of persons Goods are not delivered or property, identifying those hazards and giving full details of any precautions to be taken by the Company Services are not performed on the delivery due date then, without limiting any other remedy, IAC shall be entitled to deduct from the Price or (if IAC has paid the Price) to claim from the Seller by way of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply liquidated damages for delay 2% of the GoodsPrice for every week’s delay.

Delivery. 4.1 The Supplier shall deliver the Supplies in accordance with the instructions and date(s) specified in the Authorizing Document (or, to the extent that no date or timescale is specified, then within 14 days after the date of this Agreement or at such other time as the Company may approve Unless otherwise agreed in writing or reasonably request). Time is of by the essence for Seller, delivery of the Suppliesgoods shall take place FCA (Incoterms 2020) at the Seller's place of business. The Supplier shallBuyer shall bear the full cost and risk of carriage, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of their time, attention and ability to the Supplies (including any overtime or additional shifts required) as may be necessary to meet those timescales. If there is any likelihood that the Supplier or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, then, without prejudice to any of the Company’s other rights or remedies, the Supplier shall promptly give the Company advance notice of the nature and effects of the circumstances in question and a best estimate of the duration of such circumstances. 4.2 The Supplier shall ensure that: (a) any Goods are marked and delivered in accordance with the Company’s instructions and any applicable regulations or requirements of the carrier and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course; and (b) any delivery of Goods is accompanied by a delivery note which shows the Authorizing Document number, date of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered. 4.3 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges insurance and any other applicable charges pre-paid relating to shipment/transportation.the Buyer is responsible for testing and inspection of the goods at the Seller's premises before shipment/transportation, whether delivery operates under FCA Incoterms or otherwise, and the Seller will have no liability for any claim in respect of any defect in the goods which would have been apparent on inspection, but which is only discovered after shipment/transportation, or in respect of any damage during transit. Where the Seller agrees to deliver the goods otherwise than at the Seller's premises, the Seller shall be under no obligation under section 32(2) of the Sale of goods Act 1979. The Buyer shall provide at the delivery point and at its expense adequate and appropriate equipment and manual labour for loading/unloading the goods. Testing and inspection may be undertaken and certified, at Seller’s premises, by the SupplierSeller if so agreed in writing by the Buyer. Where the Seller ships the goods direct from an affiliated company outside of the United Kingdom to the Buyer premises within the United Kingdom, unless the Seller agrees otherwise, delivery of the goods shall take place DAP (UK port). Title and Risk in the goods shall pass to the Buyer upon delivery. Any delivery date quoted is not guaranteed nor is the time quoted for delivery a condition of the Contract. The Company shall not be obliged Seller will use its reasonable endeavours to carry out meet any work delivery dates but, subject to enable delivery of Supplies to take place. The Supplier shall offload Goods at having used its own riskreasonable endeavours, as directed by the Company. 4.4 The Company and, if applicable, the Supplier shall inspect the Goods as soon as practicable following delivery and agree an inventory of the quality and quantity delivered. The Company shall it will not be liable for any damage found failure to meet a delivery date nor for any direct, indirect or consequential loss of any kind arising from a delay in delivery howsoever caused. Goods and/or services may be delivered by the Seller in advance of any specified delivery date upon the Seller giving reasonable notice to the Buyer. The Buyer has 14 days from invoice date to inform the Seller of any discrepancy in the quantity of goods delivered. The quantity of any consignment of goods as recorded by the Seller on such inspection. If dispatch from the Company in its reasonable opinion considers any Seller's place of business shall be conclusive evidence of the Goods quantity received by the Buyer unless the Buyer can provide conclusive evidence to the contrary. The Seller reserves the right to despatch and invoice and be paid for more or less than the quantity specified within a margin of 10%. Unless the Contract provides to the contrary, the Seller may deliver by installments. Where delivery is to be made by installments, each installment shall be treated as a separate contract and delay, default or non-delivery in an unsuitable condition or respect of any installment on the part of the wrong quantity either on delivery or subsequentlySeller, shall not entitle the Company shall notify Buyer to cancel the Supplier, which shall promptly arrange the repair, remedy, correction or replacement of such Goods within 24 hours following the time remainder of the Company’s so notifying contract. Without prejudice to the Supplier. If other rights and remedies of the Supplier has not fully repairedSeller under the Contract or otherwise, remedied, corrected or replaced (as appropriate) such Goods failure by the expiry of such 24-hour period, Buyer to pay for any installment or delivery when payment is due or where the Company Seller has reasonable grounds to determine that the Buyer shall be unable to pay for the Goods the Seller shall be entitled to enforce withhold further deliveries and suspend the Company’s Buyers credit facilities. Without prejudice to the other rights and remedies of the Seller under Clause 8 (Remedies). 4.5 Unless otherwise specifiedthe Contract or otherwise, if the Buyer fails to accept delivery of any goods when tendered or in event of any shipment of delivery of goods being delayed at the Buyers request or in any event of the Buyer failing to make payment for goods when it is due, the Supplier Buyer shall be responsible liable to the Seller for installingall additional or excess handling, commissioning storage, or other charge whatsoever incurred by the Seller in relation to any such goods delivery of which the Seller is then entitled to withhold. Without prejudice to its other rights and decommissioning remedies, the GoodsSeller shall have right, as applicable. 4.6 The Company at its discretion, to continue deliveries in circumstances where the Buyer has failed to pay for or take delivery of the goods in accordance with the Contract. Where any circumstances whatsoever beyond the control of the Seller may hinder or delay delivery, the Seller shall not be deemed liable in any way for its inability to have accepted the Goods until it has had a reasonable period of time to inspect them following delivery or, if later, within a reasonable period of time after any latent defect in them has become apparentmake delivery. 4.7 The Supplier shall give the Company prior written notice of the delivery under this Agreement of any Goods having a hazard to the health and safety of persons or property, identifying those hazards and giving full details of any precautions to be taken by the Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods.

Delivery. 4.1 The Supplier shall deliver the Supplies in accordance with the instructions and date(s) specified in the Authorizing Document 6.1 Delivery takes place on agreed INCOTERMS (or, to the extent that no date or timescale is specified, then within 14 days after the date of this Agreement or at such other time as the Company may approve in writing or reasonably requestICC INCOTERMS 2010). If no INCOTERMS terms apply, delivery shall be understood to occur at the moment unloading has finished taking place at the location designated by Buyer. 6.2 Time of delivery of the Goods and of performance of the Services is of the essence for delivery and shall start to run from the date of acceptance by the Seller of the Supplies. The Supplier shall, Purchase Order or the date on which the Seller is placed in possession of such information and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of their time, attention and ability to the Supplies (including any overtime or additional shifts required) drawings as may be necessary to meet those timescalesenable him to start work on the Goods or the Services, whichever may be the later. 6.3 Delivery of Goods in instalments shall be permitted only with the consent of the Buyer and such permission, if given, shall not entitle the Seller to claim payment prior to completion of the present Agreement unless the Buyer has agreed in writing. 6.4 If the Buyer is not able to accept delivery of the Goods or installation of the Goods when due, the Seller shall be responsible for arranging suitable storage at suitable premises of the Goods, advising the Buyer beforehand of the particulars of such proposed storage and the Seller shall also ensure that the Goods and the premises in which they are stored are properly insured against all the usual risks and notify the Buyer of such insurance cover. 6.5 If delivery is made before the delivery date specified in the Purchase Order, the Buyer may return the Goods to the Seller at the Seller's risk and expense. 6.6 Each delivery must be accompanied by details of the exact quantity and description of the Goods and/or the Services performed. Shipping documents and a separate invoice stating the relevant Purchase Order number for each shipment must be sent by first class mail to the Buyer's plant or office which issued the Purchase Order on the day on which the shipment is made, marked for the attention of the Accounts Office. When Goods are invoiced by the Seller but shipped by a third party, the invoice shall bear the name of the shipper and the point from which the delivery originated. If there shipment is any likelihood that not delivered to the Supplier or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, then, without prejudice to any of the Company’s other rights or remediesBuyer's premises, the Supplier original bill of lading must be furnished with the invoice(s).The Buyer's count shall promptly give the Company advance notice of the nature and effects of the circumstances in question and a best estimate of the duration of such circumstancesbe accepted as final on all shipments. 4.2 The Supplier shall ensure that: (a) any 6.7 Delivery is completed only if the agreed Goods or Services are marked and delivered in their entirety in accordance with the Company’s instructions and any applicable regulations present Agreement at the location designated by Buyer. 6.8 The Seller shall provide Buyer a current material safety data sheet (“MSDS”) for each Good supplied to Buyer under the present Agreement on an annual basis or requirements sooner in the event such document has been modified. 6.9 If the Seller is in the position of being able to supply some but not all of its customers, the Buyer shall be given priority over all other of the carrier and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course; and (b) any delivery of Goods is accompanied by a delivery note which shows the Authorizing Document number, date of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be deliveredSeller's customers. 4.3 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company. 4.4 The Company and, if applicable, the Supplier shall inspect the Goods as soon as practicable following delivery and agree an inventory of the quality and quantity delivered. The Company shall not be liable for any damage found on such inspection. If the Company in its reasonable opinion considers any of the Goods to be in an unsuitable condition or of the wrong quantity either on delivery or subsequently, the Company shall notify the Supplier, which shall promptly arrange the repair, remedy, correction or replacement of such Goods within 24 hours following the time of the Company’s so notifying the Supplier. If the Supplier has not fully repaired, remedied, corrected or replaced (as appropriate) such Goods by the expiry of such 24-hour period, the Company shall be entitled to enforce the Company’s remedies under Clause 8 (Remedies). 4.5 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable. 4.6 The Company shall not be deemed to have accepted the Goods until it has had a reasonable period of time to inspect them following delivery or, if later, within a reasonable period of time after any latent defect in them has become apparent. 4.7 The Supplier shall give the Company prior written notice of the delivery under this Agreement of any Goods having a hazard to the health and safety of persons or property, identifying those hazards and giving full details of any precautions to be taken by the Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods.

Delivery. 4.1 3.1 The Supplier shall deliver Goods will be delivered by the Supplies in accordance with the instructions and date(s) date specified in the Authorizing Document (orAgreement, to the extent that or if no date or timescale is specified, then within 14 days a reasonable time after receipt of Buyer’s purchase order, subject to the date availability of this Agreement or at such other time as the Company may approve in writing or reasonably request). Time is of the essence for delivery of the Suppliesfinished Goods. The Supplier shalldelivery and/or shipping scheduleis the best estimate possible based on conditions existing at the time of Seller's Sales Confirmation or Seller's quotation and receipt of all specifications, as applicable, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of their time, attention and ability to the Supplies (including any overtime or additional shifts required) as may be necessary to meet those timescales. If there is any likelihood that the Supplier or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, then, without prejudice to any of the Company’s other rights or remedies, the Supplier shall promptly give the Company advance notice of the nature and effects of the circumstances in question and a best estimate of the duration of such circumstances. 4.2 The Supplier shall ensure that: (a) any Goods are marked and delivered in accordance with the Company’s instructions and any applicable regulations or requirements of the carrier and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course; and (b) any delivery of Goods is accompanied by a delivery note which shows the Authorizing Document number, date of order, number of packages and contents and, in the case of part deliverynon-standard items, the outstanding balance remaining any such date is subject to be delivered. 4.3 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges Seller's receipt of complete information necessary for design and any other applicable charges pre-paid by the Suppliermanufacture. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company. 4.4 The Company and, if applicable, the Supplier shall inspect the Goods as soon as practicable following delivery and agree an inventory of the quality and quantity delivered. The Company Seller shall not be liable for any delays, loss or damage found on such inspectionin transit or for any other direct, indirect, or consequential damages due to delays, including withoutlimitation, loss of use. 3.2 Seller may, in i ts sole discretion, without liability or penalty, deliver partial shipments of Goods to Buyer as they become available, in advance of the quoted delivery date. If the Company Goods are to be delivered in its reasonable opinion considers installments, then insofar as each shipment i s subject to the same Agreement, the Agreement will be treated as a single contract and not severable. 3.3 Seller shall make the Goods available to Buyer at Seller’s factory or designated shipment point (each, “Seller’s Shipment Point”) using Seller’s standard methods for packaging and shipping such Goods. Buyer shall take delivery of the Goods within five (5) days of Seller’s written notice that the Goods have been delivered to the Seller’s Shipment Point. 3.4 If for any reason, Buyer fails to accept delivery of any of the Goods on the date fixed pursuant to be in an unsuitable condition Seller’s notice that the Goods have been delivered at the Seller’s Shipment Point, or of if Seller i s unable to deliver the wrong quantity either Goods at th e Seller’s Shipment Point on delivery or subsequently, the Company shall notify the Supplier, which shall promptly arrange the repair, remedy, correction or replacement of such Goods within 24 hours following the time of the Company’s so notifying the Supplier. If the Supplier date because Buyer has not fully repairedprovided appropriate instructions, remedieddocuments, corrected licenses or replaced authorisations: (as appropriatea) such title and risk of loss to the Goods by shall pass to Buyer; (b) the expiry of such 24-hour period, the Company Goods shall be entitled to enforce the Company’s remedies under Clause 8 (Remedies). 4.5 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable. 4.6 The Company shall not be deemed to have accepted been delivered; and (c) Seller, at its option, may store the Goods until it has had a reasonable period of time to inspect Buyer picks them following delivery orup, if laterwhereupon Buyer shall be liable for all related costs and expenses (including, within a reasonable period of time after any latent defect in them has become apparentwithout limitation, freight, restocking, storage and insurance). 4.7 The Supplier shall give the Company prior written notice of the delivery under this Agreement of any Goods having a hazard to the health and safety of persons or property, identifying those hazards and giving full details of any precautions to be taken by the Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods.

Delivery. 4.1 The Supplier shall deliver Unless agreed otherwise in writing by the Supplies parties, all Goods are delivered FCA (“Free carrier” as defined in accordance with INCOTERMS 2020®) at the instructions and date(s) place specified in the Authorizing Document (or, to the extent that no date or timescale is specified, then within 14 days after the date of this Agreement or at such other time as the Company may approve in writing or reasonably request). Time is of the essence Order Confirmation. 4.2 Any dates quoted for delivery of the Supplies. The Supplier shallGoods or performance of Services are approximate only, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such time of their time, attention and ability to the Supplies (including any overtime or additional shifts required) as may be necessary to meet those timescales. If there delivery is any likelihood that the Supplier or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, then, without prejudice to any not of the Company’s other rights or remedies, the Supplier shall promptly give the Company advance notice of the nature and effects of the circumstances in question and a best estimate of the duration of such circumstancesessence. 4.2 The Supplier 4.3 In the event of delay in delivery, Buyer shall ensure that: give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s sole liability and Buyer’s exclusive remedy for such non-delivery will be limited to (a) refunding any Goods are marked sums which Buyer has paid for the undelivered Goods, and delivered in accordance with the Company’s instructions and any applicable regulations or requirements of the carrier and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course; and (b) any delivery of Goods is accompanied reimbursing Buyer for the reasonable and proper external costs and expenses incurred by a delivery note which shows the Authorizing Document number, date of order, number of packages and contents andBuyer, in obtaining replacement goods of similar description and quality, at the case lowest available market price, less the Price of part delivery, the outstanding balance remaining to be delivered. 4.3 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Companyrelevant Goods. 4.4 The Company and, if applicable, the Supplier shall inspect the Goods as soon as practicable following delivery and agree an inventory of the quality and quantity delivered. The Company Seller shall not be liable for any damage found delay in delivery of the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licenses or authorizations to enable the Goods or Services to be supplied on such inspectiontime (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will be deemed to have been delivered by the due date and Seller may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). If the Company in its reasonable opinion considers Following written notice to Buyer, Seller may also sell any of the Goods to be at the best price reasonably obtainable in an unsuitable condition or the circumstances and charge Buyer for any shortfall below the Price of the wrong quantity either on delivery or subsequently, Goods under the Company shall notify the Supplier, which shall promptly arrange the repair, remedy, correction or replacement of such Goods within 24 hours following the time of the Company’s so notifying the Supplier. If the Supplier has not fully repaired, remedied, corrected or replaced (as appropriate) such Goods by the expiry of such 24-hour period, the Company shall be entitled to enforce the Company’s remedies under Clause 8 (Remedies). 4.5 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicableContract. 4.6 The Company shall not be deemed to have accepted If Seller's delivery note or package labelling states that the Packages in which the Goods until it has had are delivered are returnable to Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a reasonable period of time to inspect them following delivery orcharge have been made by Seller. "Packages" shall include bulk tankers, if laterminibulks, within a reasonable period of time after any latent defect in them has become apparentflexis, crates, boxes or other containers and pallets. 4.7 The Supplier shall give the Company prior written notice of the delivery under this Agreement of any Goods having a hazard to the health and safety of persons or property, identifying those hazards and giving full details of any precautions to be taken by the Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods.

Delivery. 4.1 8.1 The Supplier shall make available or deliver the Supplies Products EXW (Ex-Works), or FCA (Free Carrier Alongside), or DAP (Delivered at Place) including offloading for Indian supplies to Government Medical Store Depots (GMSDs) situated in Delhi, Chennai, Hyderabad, Mumbai, Karnal, Kolkatta and Guwahati (Incoterms 2010) as follows: at the Supplier’s premises available for collection for EXW; at named place as quoted for FCA, and at consignee warehouse including offloading for DAP, in accordance with this LTA and the relevant Purchase Orders. All risks of loss or damage to the Products shall remain with the Supplier until collection or delivery takes place in accordance with the instructions LTA and date(s) INCOTERMS specified in the Authorizing Document (or, to the extent that no date or timescale is specified, then within 14 days after the date of this Agreement or at such other time as the Company may approve in writing or reasonably request). Time is of the essence for delivery of the Supplies. The Supplier shall, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of their time, attention and ability to the Supplies (including any overtime or additional shifts required) as may be necessary to meet those timescales. If there is any likelihood that the Supplier or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, then, without prejudice to any of the Company’s other rights or remedies, the Supplier shall promptly give the Company advance notice of the nature and effects of the circumstances in question and a best estimate of the duration of such circumstancesPurchase Orders. 4.2 The Supplier 8.2 Delivery shall ensure that: (a) any Goods are marked and delivered not exceed the Lead Time specified for each item in the respective Purchase Order at the time of order confirmation in accordance with the Company’s instructions and any applicable regulations terms of this LTA. Supplier acknowledges that delivery lead time is calculated from the time of issuance of a Purchase Order to Supplier to when Products are ready including QA release by supplier for PSI or requirements dispatch (in case PSI is not required) at the premises of the carrier and properly packed and secured so supplier along with the required shipping documents as to reach specified in the Purchase Order. 8.3 Delivery shall only be considered as completed upon the collection of the Products or their arrival at the final destination in an undamaged condition accordance with Article 8.1 above, and verification by IDA’s personnel or representatives or consignee (if applicable) that the Products are in a satisfactory condition. Inspection and verification of the ordinary course; and (b) any delivery of Goods is accompanied by a delivery note which shows the Authorizing Document number, date of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered. 4.3 Unless otherwise agreed by the Company in writing, all Goods Products shall be delivered made as soon as reasonably practicable after receipt. IDA’s personnel or representatives or consignee (if applicable) shall be entitled to reject and refuse acceptance of the Premises during business hours with transportation charges Products not conforming to this LTA and the related Purchase Order. Payment for any other applicable charges prenon-paid by the Supplier. The Company conforming Products pursuant to this LTA shall not be obliged deemed an acceptance of the Products. 8.4 The Supplier will supply the Product in compliance with the Supplier’s standard specifications for the applicable Product. IDA’s personnel or representatives or consignee (if applicable) shall inspect the Product delivered and will notify the Supplier of any defects, damage or shortage within fifteen (15) calendar days of receipt. IDA’s personnel or representatives or consignee (if applicable) shall notify the Supplier of any hidden or latent defects (i.e. not discoverable by routine quality control inspection), of which it becomes aware, within five (5) days following discovery of the defect. If ▇▇▇ notifies the Supplier of a defect, damage or shortage within the above-mentioned time-frames and: a) the Supplier agrees with ▇▇▇’s explanation of the cause of such defect, damage or shortage, the Supplier will compensate ▇▇▇ for any defective, damaged or missing Product (unless such defect, damage or shortage is caused by the actions or omissions of ▇▇▇ or its sub-contractors, or occurs while the Product is under the control of ▇▇▇); or b) the Supplier disagrees with ▇▇▇’s explanation of the cause of such defect or damage, the issue shall be submitted to carry out an independent laboratory designated by mutual agreement whose decisions with regard to the Product being defective or damaged shall be final and binding upon the Parties. c) the costs arising from this process shall be borne by the party whose claim failed. 8.5 The Supplier acknowledges that any work to enable delivery inspection and/or verification of Supplies to take place. the Products by ▇▇▇’s personnel or representatives or the contracted CSI, does not change the operational and functional status of the Products. 8.6 The Supplier shall offload Goods at use its own risk, as directed reasonable endeavors to abide by the Company. 4.4 The Company and, if applicable, delivery dates stated in the Supplier shall inspect the Goods as soon as practicable following delivery and agree an inventory of the quality and quantity delivered. The Company shall not be liable for any damage found on such inspection. If the Company in its reasonable opinion considers any of the Goods to be in an unsuitable condition or of the wrong quantity either on delivery or subsequently, the Company shall notify the Supplier, which shall promptly arrange the repair, remedy, correction or replacement of such Goods within 24 hours following the time of the Company’s so notifying the SupplierPurchase Orders. If the Supplier has is not fully repairedable to meet such a delivery date or the quantities required under that Purchase Order, remediedthen the Supplier will pro-actively alert ▇▇▇ and provide a justified reason for not meeting that date and or quantity. In case ▇▇▇ and the supplier do not find an acceptable solution, corrected or replaced (▇▇▇ may apply the rights stated in art 4.6. 8.7 In the event that the Supplier is not able to ensure delivery as appropriate) such Goods by per the expiry of such 24-hour perioddates committed in the Purchase Order confirmation, the Company ▇▇▇ shall be entitled to enforce the Company’s remedies under Clause 8 (Remedies). 4.5 Unless otherwise specified, request the Supplier shall to pay any additional transport costs (e.g. airlifting) and/or additional PSI cost which may reasonably be responsible cured as the result of IDA’s obligations to its clients to deliver the Products on time and to avoid stock-outs 8.8 For late delivery of Products or for installingitems which do not meet specifications and are therefore rejected by ▇▇▇ or the consignee, commissioning ▇▇▇ can claim liquidated damages from the Supplier and decommissioning deduct 0.2% of the Goodsvalue of the Products pursuant to a Purchase Order per additional calendar day of delay, as applicable. 4.6 up to a maximum of 10% of the value of the Purchase Order. The Company payment or deduction of such liquidated damages shall not be deemed relieve the Supplier from any of its other obligations or liabilities pursuant to have accepted the Goods until it has had this LTA or a reasonable period of time to inspect them following delivery or, if later, within a reasonable period of time after any latent defect in them has become apparentPurchase Order. 4.7 The Supplier shall give the Company prior written notice of the delivery under this Agreement of any Goods having a hazard to the health and safety of persons or property, identifying those hazards and giving full details of any precautions to be taken by the Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods.

Delivery. 4.1 The Supplier 6.1. Unless otherwise agreed, where the Purchaser has nominated an address for delivery, HVG FABRICS PTY LTD shall deliver the Supplies Goods to that nominated address. 6.2. HVG FABRICS PTY LTD shall not be responsible for unloading Goods at the point of delivery. 6.3. Where the Goods are to be delivered to a nominated address HVG FABRICS PTY LTD shall be deemed to have delivered the goods in accordance with the instructions Agreement if it obtains a receipt or signed delivery docket for the Goods from any person at that address. 6.4. If a nominated address is unattended or if delivery cannot otherwise be effected or the Goods cannot be despatched due to any act, matter or thing beyond the control of HVG FABRICS PTY LTD, HVG FABRICS PTY LTD in its discretion may store the goods at the Purchaser’s risk and date(s) specified expense or take such other steps as it considers appropriate. 6.5. HVG FABRICS PTY LTD reserves the right to refuse to supply Goods and/or services under an Agreement if a Purchaser is in default of any of its payment obligations under any one or more Agreements. 6.6. HVG FABRICS PTY LTD reserves the Authorizing Document (orright to choose or vary the means, route and procedure of delivery, transport and handling of Goods. If the Purchaser requires a different means, route or procedure, the cost of delivery shall be borne by the Purchaser notwithstanding any other provision of these terms & conditions of trade or an Agreement. 6.7. HVG FABRICS PTY LTD may supply Goods and/or services in instalments and these terms & conditions of trade shall apply to each and every supply of Goods and/or services. Each instalment shall be deemed to be sold under a separate Agreement and shall be paid for separately by the Purchaser. Any default by HVG FABRICS PTY LTD in respect of any part delivery or instalment shall not entitle the Purchaser to treat the Agreement as repudiated in regard to the extent that no date or timescale is specified, then within 14 days after balance of the date of this Goods delivered under the Agreement or at such other time as the Company may approve in writing or reasonably request). Time is of the essence for delivery of the Supplies. The Supplier shall, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of their time, attention and ability to the Supplies (including any overtime or additional shifts required) as may be necessary to meet those timescales. If there is any likelihood that the Supplier or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, then, without prejudice to any of the Company’s other rights or remedies, the Supplier shall promptly give the Company advance notice of the nature and effects of the circumstances in question and a best estimate of the duration of such circumstances. 4.2 The Supplier shall ensure that: (a) any Goods are marked and delivered in accordance with the Company’s instructions and any applicable regulations or requirements of the carrier and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course; and (b) any delivery of Goods is accompanied by a delivery note which shows the Authorizing Document number, date of order, number of packages and contents and, in the case of part delivery, the outstanding balance instalments remaining to be delivered. 4.3 Unless otherwise 6.8. Any delivery or completion dates stated are estimates only and are not essential terms of any Agreement. HVG FABRICS PTY LTD shall make all reasonable efforts to meet any date for supply of Goods and/or services agreed between HVG FABRICS PTY LTD and the Purchaser. Where a delay to supply Goods and/or services occurs, in no event shall HVG FABRICS PTY LTD incur any liability or penalty for failure to supply Goods and/or services by an agreed time. 6.9. If the Company Purchaser fails to take delivery of the Goods and this continues for 60 days or more, HVG FABRICS PTY LTD may resell those Goods. The Purchaser must pay to HVG FABRICS PTY LTD any difference between the original sale price of the Goods and the resale price of the Goods and must also pay a restocking fee of 15 percent of the original sale price of the Goods. 6.10. The prices include the cost of packing the Goods in writing, all accordance with HVG FABRICS PTY LTD’s standard practice. If the Purchaser requires the Goods to be provided in any other manner the cost of the packing shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company. 4.4 The Company and, if applicable, the Supplier shall inspect the Goods as soon as practicable following delivery and agree an inventory responsibility of the quality and quantity deliveredPurchaser. The Company HVG FABRICS PTY LTD shall not be liable for any damage found on such inspection. If or loss occurring as a result of goods being packed in accordance with the Company in its reasonable opinion considers any of the Goods to be in an unsuitable condition or of the wrong quantity either on delivery or subsequently, the Company shall notify the Supplier, which shall promptly arrange the repair, remedy, correction or replacement of such Goods within 24 hours following the time of the CompanyPurchaser’s so notifying the Supplier. If the Supplier has not fully repaired, remedied, corrected or replaced (as appropriate) such Goods by the expiry of such 24-hour period, the Company shall be entitled to enforce the Company’s remedies under Clause 8 (Remedies)instructions. 4.5 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable. 4.6 The Company shall not be deemed to have accepted the Goods until it has had a reasonable period of time to inspect them following delivery or, if later, within a reasonable period of time after any latent defect in them has become apparent. 4.7 The Supplier shall give the Company prior written notice of the delivery under this Agreement of any Goods having a hazard to the health and safety of persons or property, identifying those hazards and giving full details of any precautions to be taken by the Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods.

Delivery. 4.1 The Supplier 4.1. Seller shall deliver make the Supplies Products available for collection by Buyer at Seller's premises (the "Delivery Location") in accordance with the instructions and date(sIncoterm EXW (named place of delivery) as defined in Incoterms 2020. Delivery of Product(s) will be completed when the Seller places the Products at the Buyer’s disposal at the Delivery Location 4.2. The Date(s) of Delivery of the Product(s) is/are that respectively specified in the Authorizing Document (orPurchase Order. All delivery terms are non-binding, except where otherwise agreed and confirmed in writing. Where there is no date specified in the Offer, the Date of Delivery shall be a reasonable period after manufacturing is completed, taking into account the circumstances, nature of the product and location of the Parties. 4.3. The Seller shall have the right to make partial or advance deliveries. 4.4. If the Buyer fails to take delivery of the Products ready for dispatch for more than 10 days, the Seller shall be entitled to store the Products in a suitable warehouse at the Buyer's expense. Upon the Products being placed in storage, delivery shall be deemed to be complete, the risk in the Products shall pass to the extent that no date Buyer and the Buyer shall reimburse the Seller accordingly for all costs and expenses incurred in connection therewith (including, without limitation, the cost of transportation to return the Products from the place of delivery to the place of storage, re-delivery, storage and insurance). 4.5. Claims by the Buyer for shortfalls in quantity or timescale is specified, then within for incorrect delivery (other than for delayed delivery subject to clauses 4.6-4.7) shall be in writing and shall be void if made more than 14 days after the date of this Agreement or at such other time as the Company may approve in writing or reasonably request). Time is of the essence for delivery of the Supplies. The Supplier shall, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of their time, attention and ability to the Supplies (including any overtime or additional shifts required) as may be necessary to meet those timescalesdelivered Products. 4.6. If there is any likelihood that the Supplier or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, then, without prejudice to any of the Company’s other rights or remedies, the Supplier shall promptly give the Company advance notice of the nature Delivery Date has been expressly and effects of the circumstances in question and a best estimate of the duration of such circumstances. 4.2 The Supplier shall ensure that: (a) any Goods are marked and delivered in accordance with the Company’s instructions and any applicable regulations or requirements of the carrier and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course; and (b) any delivery of Goods is accompanied by a delivery note which shows the Authorizing Document number, date of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered. 4.3 Unless otherwise writing agreed by the Company Parties to be binding or the Delivery Date has been confirmed by the Seller upon express request by the Buyer in writingwriting and the Seller is unable to deliver the Products by the Delivery Date, all Goods the Buyer (unless the failure is directly or indirectly due to an act or omission of the Buyer or to an Event of Force Majeure) shall be delivered entitled to claim from the Seller as liquidated damages, a rate of 0.5% of the price of the Product delayed for each full calendar week of delay after the end of a grace period of fifteen (15) days, up to the Premises during business hours with transportation charges and any other applicable charges pre-paid maximum of 5%. 4.7. Any claim by the Supplier. The Company shall not be obliged Buyer for liquidated damages is conditional on the Buyer submitting such a claim to carry out any work to enable Seller in writing within 30 days from the delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company. 4.4 The Company anddelayed Product or, if applicable, the Supplier shall inspect date on which the Goods as soon as practicable following delivery and agree an inventory Buyer exercises its right of the quality and quantity deliveredtermination under clause 10.2. 4.8. The Company shall not be liable for any damage found on such inspectionBuyer’s right to claim the amounts set out in clause 4.6. If are, in addition to the Company Buyer’s right to terminate in its reasonable opinion considers any of the Goods to be in an unsuitable condition accordance with clause 10.1 or of the wrong quantity either on delivery or subsequently10.2 , the Company shall notify Customer’s sole remedy and Seller’s sole liability for the Supplier, which shall promptly arrange the repair, remedy, correction or replacement of such Goods within 24 hours following the time of the Company’s so notifying the Supplier. If the Supplier has not fully repaired, remedied, corrected or replaced (as appropriate) such Goods by the expiry of such 24-hour period, the Company shall be entitled to enforce the Company’s remedies under Clause 8 (Remedies). 4.5 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable. 4.6 The Company shall not be deemed to have accepted the Goods until it has had a reasonable period of time to inspect them following delivery or, if later, within a reasonable period of time after any latent defect delay in them has become apparent. 4.7 The Supplier shall give the Company prior written notice of the delivery under this Agreement of any Goods having a hazard to the health and safety of persons or property, identifying those hazards and giving full details of any precautions to be taken by the Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the GoodsProducts.

Delivery. 4.1 The Supplier shall deliver the Supplies in accordance with the instructions and date(s) specified in the Authorizing Document (or, to the extent that no date or timescale is specified, then within 14 days after the date of this Agreement or at such other time as the Company may approve in writing or reasonably request). Time is of the essence for delivery of the Supplies. The Supplier shall, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of their time, attention and ability to the Supplies (including any overtime or additional shifts required) as may be necessary to meet those timescales. If there is any likelihood that the Supplier or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, then, without prejudice to any of the Company’s other rights or remedies, the Supplier shall promptly give the Company advance notice of the nature and effects of the circumstances in question and a best estimate of the duration of such circumstances. 4.2 The Supplier BituChem shall ensure that: (a) any Goods are marked and delivered in accordance with the Company’s instructions and any applicable regulations or requirements 4.1.1 each delivery of the carrier and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course; and (b) any delivery of Goods is accompanied by a delivery note which that shows the Authorizing Document date of the Order, the contract number, date the type and quantity of order, the Goods (including the code number of packages and contents the Goods, where applicable), special storage instructions (if any) and, in if the case of part deliveryGoods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and 4.1.2 if BituChem requires the Customer to return any packaging materials to BituChem, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as BituChem shall reasonably request. Returns of packaging materials shall be at Bituchem's expense. 4.2 BituChem shall deliver the Goods to the location set out in the Sales Order or such other location as the parties may agree (Delivery Location) at any time after BituChem notifies the Customer that the Goods are ready. 4.3 Unless otherwise agreed Delivery is completed on the completion of unloading of the Goods by BituChem, its sub-contractor or the Company in writing, all Goods shall be delivered to Customer at the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the CompanyDelivery Location. 4.4 The Company andAny dates quoted for delivery are approximate only, if applicable, and the Supplier shall inspect the Goods as soon as practicable following time of delivery and agree an inventory is not of the quality and quantity deliveredessence. The Company BituChem shall not be liable for any damage found on such inspection. If the Company delay in its reasonable opinion considers any delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to be in an unsuitable condition provide BituChem with adequate delivery instructions or of the wrong quantity either on delivery or subsequently, the Company shall notify the Supplier, which shall promptly arrange the repair, remedy, correction or replacement of such Goods within 24 hours following the time of the Company’s so notifying the Supplier. If the Supplier has not fully repaired, remedied, corrected or replaced (as appropriate) such Goods by the expiry of such 24-hour period, the Company shall be entitled to enforce the Company’s remedies under Clause 8 (Remedies). 4.5 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable. 4.6 The Company shall not be deemed to have accepted the Goods until it has had a reasonable period of time to inspect them following delivery or, if later, within a reasonable period of time after any latent defect in them has become apparent. 4.7 The Supplier shall give the Company prior written notice of the delivery under this Agreement of any Goods having a hazard other instructions that are relevant to the health and safety of persons or property, identifying those hazards and giving full details of any precautions to be taken by the Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods. 4.5 If BituChem fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods or a maximum of £200,000 whichever is the lessor. 4.6 If the Customer fails to take delivery of Building Product Goods within three Business Days of BituChem notifying the Customer that the Building Product Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or BituChem's failure to comply with its obligations under the Contract: 4.6.1 delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which BituChem notified the Customer that the Goods were ready; and 4.6.2 BituChem shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance). 4.7 If three Business Days after the day on which BituChem notified the Customer that the Goods were ready for delivery the Customer has not taken delivery of them, BituChem may resell or otherwise dispose of part or all of the Building Product Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Building Product Goods or charge the Customer for any shortfall below the price of the Building Product Goods. 4.8 If the Customer fails to take delivery of Asphalt Goods on the agreed Delivery Date then the Customer will be liable to a penalty and to cover any of BituChem’s unrecoverable costs. 4.9 If BituChem delivers up to and including 5% more or less than the quantity of Goods ordered the Customer may not reject them[, but on receipt of notice from the Customer that the wrong quantity of Goods was delivered, a pro rata adjustment shall be made to the Order invoice. 4.10 BituChem may deliver the Goods by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

Delivery. 4.1 3.1 Dates and time given for delivery of goods are given as estimates only and shall not constitute a term or condition of any contract between the Company and the Buyer. Time shall not be of essence. Whilst the company will use all reasonable endeavors to meet a time estimate, it reserves the right to amend any estimate without notification. 3.2 The Supplier shall company will deliver the Supplies goods in such batched or installments as it consider expedient. Failure by the Company to deliver one or more batch or installment shall not entitle the Buyer to claim compensation or reject those or subsequent deliveries. 3.3 The method of delivery will be as quoted by the Company but if this is not stated then the Goods shall be delivered in accordance with sub-paragraph 3.3b a) If the instructions and date(s) specified in the Authorizing Document (or, Buyer agrees to the extent that no date collect or timescale is specified, then within 14 days after the date of this Agreement or at such other time as the Company may approve in writing or reasonably request). Time is arranges collection of the essence for delivery of the Supplies. The Supplier shall, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of their time, attention and ability to the Supplies (including any overtime or additional shifts required) as may be necessary to meet those timescales. If there is any likelihood that the Supplier or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, then, without prejudice to Goods form any of the Company’s other rights premises (‘the Premises’) delivery shall be effected and risk but not title shall pass when Goods are handed to the Buyer or remediesits carrier at the Premises and Buyer shall collect the Goods within 10 working days such notice. b) If the Company agrees to deliver the goods to a place in Macau or outside Macau nominated by the Buyer, the Supplier Company shall engage for this purpose and shall where required indicate to the Buyer expected dates and times of dispatch and delivery. The Company does not represent that the expected date or time of delivery will be met. Delivery shall be affected and risk but title shall pass then delivery is tendered at the nominated place during normal working hours. c) The Buyer shall promptly give notify the Company advance notice of the nature and effects of the circumstances in question and a best estimate of the duration of such circumstances. 4.2 The Supplier shall ensure that: (a) any if Goods are marked and to be delivered in accordance with sub-paragraph (b) do not arrive within seven working days of the Company’s instructions and any applicable regulations or requirements of expected delivery date. d) The Buyer shall carefully examine Goods delivered in accordance with Sub-paragraph (b) on receipt immediately advise the carrier and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course; and (b) any delivery of Goods is accompanied by a delivery note which shows the Authorizing Document number, date of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered. 4.3 Unless otherwise agreed by notify the Company within seven working days confirming in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and details of any other applicable charges pre-paid by the Supplier. short delivery or defects reasonably discoverable on careful examination. e) The Company shall not be obliged endeavor to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods replace, or at its own riskoption, as directed by refund the Company. 4.4 The Company andpurchase price of any defective or undelivered goods falling into sub-paragraph (c) or (d), if applicable, the Supplier shall inspect the Goods as soon as practicable following delivery and agree an inventory of the quality and quantity delivered. The Company it shall not be liable for under any damage found on such inspection. If liability to the Buyer in this respect if the Company does not receive the notices referred to in its reasonable opinion considers any of the Goods to sub-paragraph (c) or (d), it shall be discharged from all liability (whether arising in an unsuitable condition negligence or of the wrong quantity either on other) arising from such non delivery or subsequently, the Company shall notify the Supplier, which shall promptly arrange the repair, remedy, correction or replacement of such Goods within 24 hours following the time of the Company’s so notifying the Supplier. If the Supplier has not fully repaired, remedied, corrected or replaced (as appropriate) such Goods by the expiry of such 24-hour period, the Company shall be entitled to enforce the Company’s remedies under Clause 8 (Remedies)defects. 4.5 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable. 4.6 The Company shall not be deemed to have accepted the Goods until it has had a reasonable period of time to inspect them following delivery or, if later, within a reasonable period of time after any latent defect in them has become apparent. 4.7 The Supplier shall give the Company prior written notice of the delivery under this Agreement of any Goods having a hazard to the health and safety of persons or property, identifying those hazards and giving full details of any precautions to be taken by the Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods.

Delivery. 4.1 The Supplier 5.1 Unless otherwise agreed in writing by the Company, the Goods (or any tangible Deliverables) shall deliver be delivered EXW (Incoterms 2020) at the Supplies Company’s facilities in accordance with Witney, Oxfordshire, UK. 5.2 If the instructions and date(s) specified in Company agrees to arrange carriage or insurance on behalf of the Authorizing Document (orBuyer, all associated charges shall be invoiced to the extent that no date or timescale is specified, then Buyer and paid within 14 thirty (30) days after of the date of this Agreement or invoice unless otherwise specified by the Company (excepting website orders where carriage will be paid at such other the time as of order). Transportation will normally follow the Buyer’s shipping instructions but the Company may approve in writing ship Goods freight collect or reasonably request). Time is select other means of transportation and routing if it deems the essence Buyer’s instructions unsuitable. 5.3 Any dates specified by the Company for delivery of the Supplies. Goods are estimates and time for delivery shall not be of the essence. 5.4 The Supplier shallBuyer shall obtain and provide any necessary import licences, authorisations or instructions to enable the Company to deliver the Goods (or tangible Deliverables) at the agreed delivery point, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of their time, attention and ability to the Supplies (including any overtime arrange for loading or additional shifts required) as may be necessary to meet those timescales. If there is any likelihood that the Supplier or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, then, without prejudice to any of the Company’s other rights or remedies, the Supplier shall promptly give the Company advance notice of the nature and effects of the circumstances in question and a best estimate of the duration of such circumstances. 4.2 The Supplier shall ensure that: (a) any Goods are marked and delivered in accordance with the Company’s instructions and any applicable regulations or requirements of the carrier and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course; and (b) any delivery of Goods is accompanied by a delivery note which shows the Authorizing Document number, date of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered. 4.3 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplierunloading. The Company shall will not be obliged liable for any delays caused by the Buyer’s failure to carry out perform its obligations. If the Buyer fails for any work reason to enable take delivery of Supplies the Goods (or Deliverables) at the agreed time then they will be deemed to take place. The Supplier shall offload Goods have been delivered and the Company may store them at the Buyer’s cost until they are collected by the Buyer or its own risk, as directed nominated carrier or re- shipped by the Company. 4.4 5.5 The Company and, if applicable, the Supplier shall inspect may deliver the Goods by separate instalments as soon as practicable following delivery agreed with the Buyer. Each instalment shall be a separate Contract for the purposes of these terms and agree an inventory conditions. 5.6 Any liability of the quality and quantity delivered. The Company shall not be liable for any damage found on shortfall or failure in delivery of any Goods will be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract price against any invoice raised for such inspectionGoods. 5.7 The Goods (or tangible Deliverables) are at the risk of the Buyer from the time of delivery. If the Company in its reasonable opinion considers any Ownership of the Goods shall pass to be the Buyer on payment in an unsuitable condition or of the wrong quantity either on delivery or subsequently, full for those Goods. 5.8 The Buyer shall provide to the Company shall notify the Supplier, which shall promptly arrange the repair, remedy, correction or replacement of such Goods within 24 hours following the time of the Company’s so notifying the Supplier. If the Supplier has not fully repaired, remedied, corrected or replaced (as appropriate) such Goods by the expiry of such 24-hour period, the Company shall be entitled to enforce the Company’s remedies under Clause 8 (Remedies). 4.5 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable. 4.6 The Company shall not be deemed to have accepted the Goods until it has had a reasonable period of time to inspect them following delivery or, if later, within a reasonable period of time after any latent defect in them has become apparent. 4.7 The Supplier shall give the Company prior written notice of the delivery under this Agreement of any Goods having a hazard to the health and safety of persons or property, identifying those hazards and giving full details of any precautions to be taken documents reasonably requested by the Company on the delivery to evidence proof of such Goods and their subsequent storage export or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and delivery, for tax or other authorities or persons relating to the possession, use or onward supply of the Goodspurposes.

Delivery. 4.1 The Supplier shall (a) TIME IS OF THE ESSENCE AND ALL DELIVERIES OF GOODS AND SERVICES SHALL BE MADE IN STRICT ACCORDANCE WITH THE DELIVERY SCHEDULE SET OUT OR REFERRED TO IN THE DOCUMENT OR IN ANY REVISIONS THERETO ISSUED BY BUYER. If at any time during the performance of the Document, Seller expects that it will not be able to deliver the Supplies Goods or Services ordered in accordance with the instructions and date(s) specified in the Authorizing Document (ordelivery schedule, to the extent that no date or timescale is specifiedregardless of cause, then within 14 days after the date of this Agreement or at such other time as the Company may approve in writing or reasonably request). Time is Seller shall promptly notify Buyer of the essence anticipated delay in delivery, the reason therefor and Seller's recommendation for an alternative course of action. If Seller so notifies Buyer or if Seller's deliveries fail to meet delivery schedules or if it reasonably appears to Buyer that Seller is not likely to meet the delivery schedules, Seller will, at no additional cost to Buyer, do one or more of the Suppliesfollowing as Buyer directs: (i) provide expedited or premium means of shipment or service delivery; (ii) use its best efforts to meet the delivery schedules (including. The Supplier shallbut not limited to, overtime or multiple shifts, expedited materials and shall procure that the Supplier Personnel shallcomponent acquisition and additional subcontracting in accordance herewith); and, (without further liability iii) provide a work program satisfactory to the Company) devote such of their time, attention and ability to the Supplies (including any overtime or additional shifts required) as may be necessary to meet those timescales. If there is any likelihood that the Supplier or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, then, without prejudice to any of the Company’s other rights or remediesBuyer showing all activities related thereto, the Supplier shall promptly give duration thereof and the Company advance notice dates of the nature and effects of the circumstances in question and a best estimate of the duration of such circumstances. 4.2 The Supplier shall ensure that: (a) any Goods are marked and delivered in accordance with the Company’s instructions and any applicable regulations or requirements of the carrier and properly packed and secured all significant events so as to reach their destination in an undamaged condition meet the delivery schedule. Seller is aware that Buyer may have contractual commitments to meet delivery dates with its Customers that are dependent upon Seller meeting the delivery schedule set forth in the ordinary course; andDocument. (b) Seller shall not, without Buyer's prior written consent, manufacture any Goods or purchase any components or raw materials in advance of the time reasonably required to comply with Buyer's delivery of Goods is accompanied by a delivery note which shows the Authorizing Document numberschedule, date of order, number of packages and contents and, as set forth in the case applicable Document, based on the time period required by Seller's normal processing or manufacturing process. Seller shall not, without ▇▇▇▇▇'s prior written consent, deliver any Goods in advance of part deliveryBuyer's delivery schedule, as set forth in the outstanding balance remaining to Document. In any event, invoices covering such advance Goods will not be delivered. 4.3 Unless paid, unless otherwise agreed by the Company in writing, all Goods shall be delivered to until their normal maturity after the Premises during business hours with transportation charges and any other applicable charges pre-paid by date specified for delivery. Except as otherwise specifically provided in the Supplier. The Company Document, Buyer shall not be obliged obligated to carry out any work to enable accept untimely, excess, under or partial delivery of Supplies Services or shipments and such shipments may, in whole or in part, at Buyer's option, be returned to take place. The Supplier shall offload Goods Seller shipping charges collect or held for disposition at its own risk, as directed by the CompanySeller's risk and expense. 4.4 The Company and, if applicable, the Supplier shall inspect the Goods as soon as practicable following delivery and agree an inventory of the quality and quantity delivered. The Company shall not be liable for any damage found on such inspection. If the Company in its reasonable opinion considers any of the Goods to be in an unsuitable condition or of the wrong quantity either on delivery or subsequently, the Company shall notify the Supplier, which shall promptly arrange the repair, remedy, correction or replacement of such Goods within 24 hours following the time of the Company’s so notifying the Supplier. If the Supplier has not fully repaired, remedied, corrected or replaced (as appropriate) such Goods by the expiry of such 24-hour period, the Company shall be entitled to enforce the Company’s remedies under Clause 8 (Remedies). 4.5 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable. 4.6 The Company shall not be deemed to have accepted the Goods until it has had a reasonable period of time to inspect them following delivery or, if later, within a reasonable period of time after any latent defect in them has become apparent. 4.7 The Supplier shall give the Company prior written notice of the delivery under this Agreement of any Goods having a hazard to the health and safety of persons or property, identifying those hazards and giving full details of any precautions to be taken by the Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods.

Delivery. 4.1 4.1. The Supplier Delivery of the Products shall deliver be effected in one or more consignments at the Supplies in accordance with the instructions and date(s) specified Point of Delivery by such means as Med Petroleum shall deem appropriate in the Authorizing Document (or, to the extent that no date or timescale is specified, then within 14 days after the date of this Agreement or at such other time as the Company may approve in writing or reasonably request). Time is of the essence for delivery of the Supplies. The Supplier shall, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of their time, attention and ability to the Supplies (including any overtime or additional shifts required) as may be necessary to meet those timescales. If there is any likelihood that the Supplier or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, then, without prejudice to any of the Company’s other rights or remedies, the Supplier shall promptly give the Company advance notice of the nature and effects of the circumstances in question and a best estimate of the duration of such circumstances. 4.2 4.2. The Supplier Buyer shall ensure that: (a) any Goods are marked make all connections or disconnections between the pipelines or delivery hoses and delivered in accordance with the CompanyVessel’s instructions receiving lines and any applicable regulations or requirements shall provide all necessary equipment to receive promptly each and every consignment of the carrier delivery. The Buyer shall be responsible for ensuring that the Products are delivered at a safe rate and properly packed pressure and secured so as to reach their destination that all equipments utilised are in an undamaged condition in the ordinary course; and (b) any delivery of Goods is accompanied by a delivery note which shows the Authorizing Document number, date of order, number of packages safe and contents and, in the case of part delivery, the outstanding balance remaining to be deliveredsatisfactory condition. 4.3 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier4.3. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company. 4.4 The Company and, if applicable, the Supplier shall inspect the Goods as soon as practicable following delivery and agree an inventory of the quality and quantity delivered. The Company Med Petroleum shall not be liable to the Buyer for any damage found on such inspectionloss or demurrage due to congestion of the terminal, or prior commitments of the available barges. 4.4. Med Petroleum shall not be required to deliver the Products into any of the Vessel's tanks which are not regularly used for bunkers. 4.5. If the Company Buyer causes delays to Med Petroleum's or the Physical Supplier's facilities in its reasonable opinion considers effecting deliveries, the Buyer shall pay demurrage at Med Petroleum's or the Physical Supplier’s established rates, and reimburse Med Petroleum or the Physical Supplier for all other expenses in connection therewith. 4.6. The Buyer shall be liable for any expenses incurred by Med Petroleum resulting from the Buyer’s failure to take delivery of the Goods to be in an unsuitable condition or full quantity of the wrong quantity either Products agreed to by the Buyer including but not limited to any loss on delivery or subsequently, the Company shall notify the Supplier, which shall promptly arrange the repair, remedy, correction or replacement of such Goods within 24 hours following the time resale of the Company’s so notifying Products and the Supplier. If Buyer shall bear the Supplier has not fully repairedrisk of the return transport, remedieddemurrage on the barge or trucks, corrected storage or replaced (as appropriate) such Goods by selling of the expiry of such 24-hour period, the Company shall be entitled to enforce the Company’s remedies under Clause 8 (Remedies)Products. 4.5 Unless otherwise specified, the Supplier 4.7. The buyer shall be responsible for installing, commissioning indemnify and decommissioning the Goods, as applicable. 4.6 The Company shall not be deemed to have accepted the Goods until it has had a reasonable period of time to inspect them following delivery or, if later, within a reasonable period of time after hold harmless Med Petroleum against all damage and liabilities arising from any latent defect in them has become apparent. 4.7 The Supplier shall give the Company prior written notice acts or omissions of the delivery under this Agreement of any Goods having a hazard to the health and safety of persons Buyer or propertyits servants, identifying those hazards and giving full details of any precautions to be taken by the Company on ship’s officers or crew in connection with the delivery of such Goods the Products under these Terms and their subsequent storage or handlingConditions. 4.8. Where delivery is required during other than regular business hours, and is permitted by applicable regulations. The Supplier Buyer shall notify pay all overtime and extra expenses incurred. 4.9. Med Petroleum's liability shall cease and delivery of the Company in writing Products shall be deemed completed, and risk of all requirements and restrictions imposed by governmental and other authorities or persons relating loss, damage, deterioration, depreciation, evaporation, etc shall pass to the possession, use or onward supply of the GoodsBuyer at Vessel's permanent flange connection.

Delivery. 4.1 8.1 Except as otherwise agreed by both parties in writing all Goods are delivered EXW (ex works) Seller’s manufacturing plant stated in the relevant purchase order. EXW (ex works) is as defined in INCOTERMS 2010. The Supplier shall Buyer will provide at its expense adequate and appropriate equipment and manual labour for loading or off-loading (as appropriate) the Goods. 8.2 All delivery dates and times are estimates and not legally binding on the Seller, which will use its reasonable endeavours to make available for collection or deliver (as appropriate) on time. If no delivery dates and/or times are specified, delivery will be within a reasonable time. Time of delivery will not be of the Supplies essence. 8.3 The Seller will be deemed not to be in breach of the Contract, and (for the avoidance of doubt) will not be liable, in contract, tort or otherwise howsoever and whatever the cause thereof, to the Buyer for any direct, indirect or consequential loss (all three of which terms include pure economic loss, loss of profits, loss of business, loss of contracts, loss of anticipated savings, depletion of goodwill and similar), costs, damages, charges or expenses caused directly or indirectly by any delay or failure in the delivery of the Goods (even if caused by the Seller’s negligence) except as set out in this Condition 8. 8.4 Any additional costs incurred by the Seller for express deliveries undertaken at the request of the Buyer are for the account of the Buyer and will be added to the Prices and invoiced in accordance with Condition 14.2. 8.5 Any delay in delivery will not entitle the instructions Buyer to cancel the purchase order unless and date(s) specified until the Buyer has given 14 days’ written notice to the Seller requiring the delivery to be made and the Seller has not fulfilled the delivery within that period. If the Buyer cancels the purchase order in accordance with this Condition 8.5 then: 8.5.1 the Seller will refund the Buyer any sums which the Buyer has paid to the Seller in respect of that purchase order or part of the purchase order which has been cancelled; and 8.5.2 the Buyer will be under no liability to make any payments under Condition 14 in respect of that purchase order or part of the purchase order which has been cancelled. 8.6 Subject to Condition 12, in the Authorizing Document (orevent of non-delivery of the Goods following the service of a written notice by the Buyer under Condition 8.5 the Seller’s liability for such non-delivery will be limited to the reasonable and proper costs and expenses incurred by the Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant Goods. The Seller will have no liability for any failure to deliver to the extent that no date such failure is caused by the Buyer’s failure to provide the Seller with adequate delivery instructions or timescale is specified, then within 14 days after any other instructions that are relevant to the date of this Agreement or at such other time as the Company may approve in writing or reasonably request). Time is supply of the essence for delivery of the Supplies. The Supplier shall, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of their time, attention and ability to the Supplies (including any overtime or additional shifts required) as may be necessary to meet those timescalesGoods. If there is any likelihood that the Supplier or any Supplier Personnel will fail Buyer fails to provide any Supplies within the applicable timeline for performance, then, without prejudice to any of the Company’s other rights or remedies, the Supplier shall promptly give the Company advance written notice of the nature and effects of the circumstances in question and a best estimate of the duration of such circumstances. 4.2 The Supplier shall ensure that: (a) any Goods are marked and delivered non- delivery in accordance with Condition 8.5, the Company’s instructions and any applicable regulations Seller shall have no liability whatsoever to the Buyer for suchnon-delivery. 8.7 If the Buyer refuses or requirements of the carrier and properly packed and secured so as fails to reach their destination in an undamaged condition in the ordinary course; and (b) any take delivery of Goods is accompanied by a delivery note which shows the Authorizing Document number, date of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered. 4.3 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company. 4.4 The Company and, if applicable, the Supplier shall inspect the Goods as soon as practicable following delivery and agree an inventory of the quality and quantity delivered. The Company shall not be liable for any damage found on such inspection. If the Company in its reasonable opinion considers any of the Goods to be in an unsuitable condition when they are ready or of the wrong quantity either on tendered for delivery or subsequently, the Company shall notify the Supplier, which shall promptly arrange the repair, remedy, correction or replacement of such Goods within 24 hours following the time of the Company’s so notifying the Supplier. If the Supplier has not fully repaired, remedied, corrected or replaced (as appropriate) such or to provide any instructions, documents, licences or authorisations required to enable the Goods by to be delivered on time (except solely on account of the expiry of such 24-hour periodSeller’s default), the Company shall be entitled to enforce the Company’s remedies under Clause 8 (Remedies). 4.5 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable. 4.6 The Company shall not Goods will be deemed to have accepted been delivered on or by the due date and (without prejudice to its other rights) the Seller may: 8.7.1 store or arrange for storage of the Goods until it has had a reasonable period actual delivery or sale in accordance with Condition 8.7.3 and charge the Buyer for all related costs and expenses (including storage and insurance); and/or 8.7.2 recover from the Buyer all wasted transport costs resulting from the Buyer’s refusal or failure to take delivery of time to inspect them the Goods when tendered for delivery; and/or 8.7.3 following delivery or, if later, within a reasonable period of time after any latent defect in them has become apparent. 4.7 The Supplier shall give the Company prior written notice to the Buyer, sell any of the delivery Goods at the best price reasonably obtainable in the circumstances and charge the Buyer for any shortfall below the Price of the Goods under this Agreement of the Contract, having taken into account any Goods having a hazard charges related to the health sale and safety of persons or property, identifying those hazards any charges referred to in Conditions 8.7.1. and giving full details of any precautions to be taken by the Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods8.7.2.

Delivery. 4.1 5.1 Applicable delivery term, delivery mode and destination of the delivery shall be specified by Supplier and Huntsman in the Purchase Agreement. In case no specific delivery term has been agreed, delivery of the Products and/or Services shall be made DDP (Incoterms 2020) Huntsman’s Site. The Products and/or Services shall be delivered by Supplier shall deliver the Supplies timely in accordance with the instructions and date(s) specified delivery schedule agreed in the Authorizing Document (or, to the extent that Purchase Agreement. In case no date or timescale is specified, then within 14 days after the date of this Agreement or at such other specific delivery time as the Company may approve in writing or reasonably request). Time is of the essence for delivery of the Supplies. The Supplier shall, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of their time, attention and ability to the Supplies (including any overtime or additional shifts required) as may be necessary to meet those timescales. If there is any likelihood that the Supplier or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, then, without prejudice to any of the Company’s other rights or remedieshas been agreed, the Supplier shall promptly give the Company advance notice of the nature and effects of the circumstances in question and a best estimate of the duration of such circumstances. 4.2 The Supplier shall ensure that: (a) any Goods are marked and delivered in accordance with the Company’s instructions and any applicable regulations or requirements of the carrier and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course; and (b) any delivery of Goods is accompanied by a delivery note which shows the Authorizing Document number, date of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered. 4.3 Unless otherwise agreed by the Company in writing, all Goods Products and/or Services shall be delivered to at the Premises during business hours with transportation charges and any other applicable charges pre-paid time requested by the SupplierHuntsman. The Company Huntsman shall not be obliged to carry out accept partial, excessive, early or late deliveries. 5.2 Huntsman shall have the right to make, from time to time, changes to any work to enable single purchase order and/or the Purchase Agreement. If any such change causes an increase or decrease in the cost of or the time required for the delivery of Supplies the Products and/or Services, the Parties shall agree to take placeequitable adjustments in the form of a separate supplementary agreement in writing accordingly. 5.3 Title to the Products and/or Services shall transfer from Supplier to Huntsman at the time when the delivery is completed in accordance with the agreed delivery term in the Purchase Agreement. The Supplier risk for loss of and damage to the Products and/or Services or any part thereof shall offload Goods at its own risk, as directed by the Companypass to Huntsman upon Acceptance. 4.4 The Company and, if applicable, the Supplier 5.4 Huntsman shall be entitled but not obliged to inspect the Goods as soon as practicable following delivery and agree an inventory quality of the quality and quantity delivered. The Company shall not be liable for any damage found on such inspection. If the Company in its reasonable opinion considers any of the Goods to be in an unsuitable condition or of the wrong quantity either on delivery or subsequently, the Company shall notify the Supplier, which shall promptly arrange the repair, remedy, correction or replacement of such Goods within 24 hours following Products and/or Services at the time of the Company’s so notifying the Supplierdelivery. If the Supplier has not fully repaired, remedied, corrected or replaced (as appropriate) such Goods by the expiry of such 24-hour period, the Company shall be entitled to enforce the Company’s remedies under Clause 8 (Remedies). 4.5 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable. 4.6 The Company Huntsman shall not be deemed obliged to have accepted accept the Goods until it has had a reasonable period Products and/or Services if they do not meet the requirements set forth in the Purchase Agreement and these General Purchasing Terms and Conditions. Huntsman's receipt of the Products and/or Services at the time to inspect them following delivery or, if later, within a reasonable period of time after any latent defect in them has become apparent. 4.7 The Supplier shall give the Company prior written notice of the delivery shall not release Supplier from any of its warranties, obligations and liabilities under this the Purchase Agreement or these General Purchasing Terms and Conditions. 5.5 Supplier shall inform Huntsman in writing of any Goods having foreseeable delay in delivery immediately after Supplier becomes aware of such possibility. This duty does not exclude or limit Supplier's liabilities resulting from late delivery. Supplier shall use its best efforts, including overtime work at its own cost, to prevent possible delay and to minimize the negative impact of the delay to Huntsman. If a hazard delivery is delayed due to reasons other than Force Majeure, Huntsman may, without prejudice to other remedies available to Huntsman under the health Purchase Agreement and safety of persons or propertythese General Purchasing Terms and Conditions, identifying those hazards and giving full details of any precautions at its discretion: (i) agree with Supplier to be taken by the Company on a grace period for the delivery of the Products and/or Services at Supplier’s sole risk and expense; (ii) demand price reduction for the Products and/or Services; or (iii) cancel the delivery and all other undelivered binding orders given by Huntsman in whole or in part at no compensation in any form to Supplier, and demand Supplier to reimburse to Huntsman the prepaid purchase price of all such Goods and their subsequent storage or handlingProducts and/or Services. 5.6 In addition, except as otherwise provided in the Purchase Agreement, Supplier shall pay to Huntsman liquidated damages in the amount of one per cent (1%) of the purchase price of the delayed Products and/or Services for each day that the Products and/or Services are delayed. The liquidated damages shall not exclude or limit Huntsman's right to compensation from Supplier shall notify for the Company in writing damages, losses, costs and expenses resulting from the delay, if such damages, losses, costs and expenses exceed the amount of all requirements and restrictions imposed liquidated damages paid by governmental and other authorities or persons relating Supplier to the possession, use or onward supply of the GoodsHuntsman.

Delivery. 4.1 Where the Goods are to be sourced by the Supplier from a country outside the United Kingdom the provisions of Clause 4.1 – 4.3 will (subject to any special terms agreed in writing between the parties) apply despite any other provision of the Contract. 4.2 Unless otherwise agreed in writing (email, letter, quotation or order acknowledgement) the currency for the Price will be pounds sterling. 4.3 The Supplier shall deliver the Supplies Goods to the Customer using the manner of Delivery nominated in the Supplier’s Quotation under the International Chamber of Commerce's (ICC) Incoterms® Rules 2020 (Incoterms® 2020) and the Supplier shall be under no obligation to give notice under section 32(3) of the Sale of Goods Act 1979; 4.4 The Goods are to be Delivered in accordance with the instructions and date(s) specified ICC terms agreed between the parties or as stated in the Authorizing Document (orquotations if not otherwise agreed where each term is defined in Incoterms® 2020 4.5 Any dates quoted for Delivery are approximate only, to and the extent that no date or timescale time of delivery is specified, then within 14 days after the date of this Agreement or at such other time as the Company may approve in writing or reasonably request). Time is not of the essence essence. The Supplier shall not be liable for any delay in delivery of the Supplies. The Supplier shall, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of their time, attention and ability to the Supplies (including any overtime or additional shifts required) as may be necessary to meet those timescales. If there is any likelihood that the Supplier or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, then, without prejudice to any of the Company’s other rights or remedies, the Supplier shall promptly give the Company advance notice of the nature and effects of the circumstances in question and a best estimate of the duration of such circumstances. 4.2 The Supplier shall ensure thatGoods caused by: (a) a Force Majeure Event; or (b) the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods including without limitation, seeking to vary the rule under Incoterms® 2020 applying to Delivery; or (c) the inability of the Supplier for whatever reason to arrange carriage on commercial terms or at all. 4.7 If the Supplier fails to Deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of exact description and quality in the cheapest market available, less the price of the Goods. The Supplier shall have no liability for any failure to Deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods. 4.8 If the Customer fails to collect the Goods within three Business Days of the Supplier notifying the Customer that the Goods are marked and delivered in accordance with ready, then, except where such failure or delay is caused by a Force Majeure Event: (a) Subject to the Company’s instructions and any applicable regulations or requirements relevant Incoterms® 2020, Delivery of the carrier and properly packed and secured so as Goods shall be deemed to reach their destination in an undamaged condition in have been completed at 9.00 am on the ordinary coursethird Business Day after the day on which the Supplier notified the Customer that the Goods were ready; and (b) the Supplier shall store the Goods until delivery takes place and charge the Customer for all related costs and expenses (including insurance and temperature control if applicable). 4.9 If ten Business Days after the day on which the Supplier notified the Customer that the Goods are ready for the Delivery in accordance with the applicable Incoterms® 2020 rule and the Customer has not taken possession of them, the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods. 4.10 The Supplier may Deliver the Goods by instalments, which shall be invoiced and paid for separately. Any delay in Delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment. 4.11 It is expressly a condition that the Buyer has with them all the necessary permits, (including but not limited to the adoption of emergency exemption laws, or local government orders) and licenses applicable to using, selling and importing the Goods and satisfaction of all other applicable conditions for shipment under this Contract. 4.12 The Seller will use wheresoever required under Good Distribution Practices (“GDP”) temperature monitors set to record temperature Data during transit up to the point where the Buyer takes delivery under ICC terms so agreed. The Buyer shall be obliged to ensure that the temperature for storage and transit are complied with and under circumstances where there is a quality complaint this will rejected if the Buyer cannot provide such compliant temperature Data . The Supplier will have fulfilled its contractual obligations in respect of Delivery provided that the quantity of Goods actually Delivered is accompanied no greater than 10% more or less than the quantity specified on the Order. The Customer shall pay for the actual quantity Delivered whatever the rule under Incoterms® 2020 being applied. 4.13 The Buyer shall provide and be responsible for such information at the time of purchase any special Data and paperwork requirements to travel with the goods or and be sent by email as PDF to enable the Buyer to take delivery. If the Buyer fails to do so or the information changes even if the Buyer has provided such information, then the Buyer must at least 7 working days in advance of the shipment date agreed or on an earlier date as notified by the Seller, provide the Seller with all delivery-related information and assistance agreed in writing and shall if so requested by the Seller sign a delivery note which shows supplementary contract for the Authorizing Document number, date of order, number of packages and contents and, changes in the case contents of part delivery, this Contract to ensure that the outstanding balance remaining to goods can pass the examination of for any export inspection (from wheresoever shipped from or and through in terms of country) and or regulatory authorities that have any compliance jurisdiction over the Goods. Seller cannot be deliveredheld liable in Buyer does not comply with this clause. 4.3 Unless otherwise agreed 4.14 The consignee or freight forwarding agent appointed by the Company in writing, all Goods Buyer shall receive the goods at the delivery location as designated by Seller ICC as agreed at the time notified by the Seller. The Seller shall be delivered responsible for the transportation and related transportation costs and insurance prior to delivery point ICC as agreed and the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company Seller shall not be obliged to carry out any work to enable delivery responsible for the customs clearance procedures for the import of Supplies to take place. The Supplier the goods and the Buyer shall offload Goods be responsible for the import customs clearance procedures at its own risk, as directed by the Companyexpenses thereto. 4.4 The Company and4.15 If the Buyer, if applicablewithout the prior written consent of the Seller fails to pay any contract price within the time limit stipulated in the payment terms once an Order has been placed and fails to provide information or facilitation relating to successful delivery under this Contract or fails to promptly instruct the consignee to receive the goods at loading location as designated by Buyer under this Contract or violates any other representations and warranties hereunder, the Supplier shall inspect the Goods as soon as practicable following delivery and agree an inventory of the quality and quantity delivered. The Company shall not be liable for any damage found on such inspection. If the Company in its reasonable opinion considers any of the Goods to be in an unsuitable condition or of the wrong quantity either on delivery or subsequently, the Company shall notify the Supplier, which shall promptly arrange the repair, remedy, correction or replacement of such Goods within 24 hours following the time of the Company’s so notifying the Supplier. If the Supplier has not fully repaired, remedied, corrected or replaced (as appropriate) such Goods by the expiry of such 24-hour period, the Company Seller shall be entitled to enforce exercise one or more of the Companyfollowing rights at its own option (unless the Seller has not complied with its obligations): (a) delay production schedules until resolution; (b) cancels the orders in part or in whole without refund of any pre-payment (if any); (c) terminates this Contract in part or in whole without refund of any pre-payment (if any); (d) pursue the Buyer’s remedies under Clause 8 (Remedies)liability for breach of contract. 4.5 Unless otherwise specified4.16 The Buyer hereby represents and warrants that it has at the time of placing Orders been fully aware of potential chain of events that may arise from any pandemic or any form (including, but not limited to, any shutdown of governmental institutions, government ban, interruption of transportation, embargoes, regional lockdown, over demand etc.) and the Supplier shall be responsible Buyer undertakes that it will take all reasonable measures to eliminate or reduce the adverse effects thereof and that it is just based on the foregoing that the Buyer negotiates with the Seller, places Orders and urges the Seller to coordinate and arrange the materials and manpower for installingemergent production of Goods for the Buyer, commissioning and decommissioning which will objectively incur all necessary production costs on the GoodsSeller’s side. The Buyer undertakes that it shall, as applicableunder no circumstances, seek to suspend or terminate the performance of this Contract or require the Seller to return any price on the grounds of pandemics (including but not limited COVID-19 or lack of samples or any other natural infections) and/or the chain events arising therefrom or of any other reason. 4.6 4.17 The Company shall not be deemed to have accepted Buyer hereby represents and warrants that the Goods until it has had a reasonable period execution, delivery and performance of time to inspect them following delivery or, if later, within a reasonable period of time after any latent defect in them has become apparent. 4.7 The Supplier shall give this Contract and the Company prior written notice consummation of the delivery under transactions hereunder or complying with the provisions of this Agreement will not (i) conflict with or cause violation to effective articles of any Goods having a hazard to the health and safety of persons association or property, identifying those hazards and giving full details of any precautions to be taken by the Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply similar organizational documents of the Goods.Buyer; (ii) cause violation to agreement clauses, conditions or stipulations to which the Buyer is a party;

Delivery. 4.1 The Supplier Seller shall deliver the Supplies in accordance with the instructions and date(s) specified in the Authorizing Document (or, all Goods to the extent that no date a carrier for transport to Purchaser's place of business or timescale is specified, then within 14 days after the date of this Agreement or at such other time as the Company may approve in writing or reasonably request). Time is of the essence for delivery of the Supplies. The Supplier shall, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of their time, attention and ability to the Supplies (including any overtime or additional shifts required) as may be necessary to meet those timescales. If there is any likelihood that the Supplier or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, then, without prejudice to any of the Company’s other rights or remedies, the Supplier shall promptly give the Company advance notice of the nature and effects of the circumstances in question and a best estimate of the duration of such circumstances. 4.2 The Supplier shall ensure that: (a) any Goods are marked and delivered in accordance with the Company’s instructions and any applicable regulations or requirements of the carrier and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course; and (b) any delivery of Goods is accompanied by a delivery note which shows the Authorizing Document number, date of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered. 4.3 Unless otherwise agreed by the Company directed in writing, with all costs of transport borne by Purchaser. Purchaser shall bear all risk of loss with respect to the Goods shall be from the moment the Goods are delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid carrier. DISCLAIMER OF WARRANTIES ALL GOODS ARE PURCHASED BY THE PURCHASER "AS IS" AND "WITH ALL FAULTS", AND SELLER MAKES NO REPRESENTATION OR WARRANTY, EXPRESS, OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER MATTER WITH RESPECT TO THE GOODS. Any affirmation of fact or promises made by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company. 4.4 The Company and, if applicable, the Supplier shall inspect the Goods as soon as practicable following delivery and agree an inventory of the quality and quantity delivered. The Company shall not be liable for any damage found on such inspection. If the Company in its reasonable opinion considers any of the Goods to be in an unsuitable condition or of the wrong quantity either on delivery or subsequently, the Company shall notify the Supplier, which shall promptly arrange the repair, remedy, correction or replacement of such Goods within 24 hours following the time of the Company’s so notifying the Supplier. If the Supplier has not fully repaired, remedied, corrected or replaced (as appropriate) such Goods by the expiry of such 24-hour period, the Company shall be entitled to enforce the Company’s remedies under Clause 8 (Remedies). 4.5 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable. 4.6 The Company Seller shall not be deemed to have accepted create an express warranty that the Goods until it has had shall conform to such affirmation or promise. Any descriptions, samples and specifications with respect to goods offered for sale herein are not warranted by Seller to be accurate or complete. If a reasonable period model or sample was shown to Purchaser, such model or sample was used merely to illustrate the general type and quality of time goods sold by Seller and not to inspect them following delivery orrepresent that the Goods would necessarily conform to such model or sample. Any description is for the sole purpose of identifying the Goods and no affirmation, if laterpromise, within a reasonable period description, sample or model shall be deemed part of the basis of the bargain. SELLER STRONGLY RECOMMENDS THAT PURCHASER CONDUCT AN ON-SITE INSPECTION OF THE GOODS SOLD HEREUNDER. SELLER SHALL NOT BE RESPONSIBLE FOR THE CONSEQUENCES OF PURCHASER'S FAILURE TO INSPECT THE GOODS OR FOR ANY INACCURACIES, INSUFFICIENCIES, OR OMISSIONS IN SUCH DESCRIPTIONS, SAMPLES AND/OR SPECIFICATIONS. C. The SALES - USED EQUIPMENT. Purchaser understands that the Goods described herein have been used by persons other than Seller. Purchaser is warned and acknowledges that such Goods may bear or contain hazardous chemicals or other hazardous materials which may be or may become, by chemical reaction or otherwise, directly or indirectly hazardous to life, to health, or to property (by reason of toxicity, flammability, explosiveness or for other similar or different reasons during use, handling, cleaning, reconditioning, disposal or at any other time after the article leaves the possession and control of Seller). Purchaser does hereby discharge Seller from any latent defect in them has become apparent. 4.7 The Supplier shall give and all liability directly or indirectly resulting from the Company prior written notice presence of the delivery under this Agreement aforesaid chemicals or materials, including and not limited to any and all liability directly or indirectly resulting from the failure of Seller to give more specific warning with respect to individual articles or substances or from the inadequacy of any Goods having a hazard to the health and safety of persons or property, identifying those hazards and giving full details of any precautions to be taken by the Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goodswarning.

Delivery. 4.1 The Supplier 5.1 Delivery of the Goods shall deliver be made ex-works as defined in INCOTERMS 2000 unless the Supplies point of delivery is otherwise agreed between the Seller and the Buyer in accordance with Condition 5.5. The Services shall be performed at the instructions and date(s) specified in the Authorizing Document (or, to the extent that no date or timescale is specified, then within 14 days after the date of this Agreement or at such other time as the Company may approve in writing or reasonably request). Time is Service Point. 5.2 The Buyer will take delivery of the essence Goods within 7 (seven) days of the Seller giving it notice that the Goods are ready for delivery. The Buyer must accept delivery of the Goods and pay for them in full. 5.3 Delivery of the Goods and/or performance of the Services shall be during the Seller's usual business hours. 5.4 Any dates specified by the Seller for delivery of the SuppliesGoods and/or performance of the Services are approximate only and may not be made of the essence by notice. The Supplier shallIf no dates are so specified, and delivery will be within a reasonable time. 5.5 If the point of delivery is otherwise agreed under Condition 5.1, the Goods shall procure that the Supplier Personnel shall, (without further liability be delivered to the Company) devote premises as specified by the Buyer in the Purchase Order by such means as the Seller thinks fit unless the Buyer has specified in the Purchase Order the details of their time, attention and ability a carrier which it reasonably requires shall be used having regard to the Supplies nature of the Goods and other circumstances of the case. 5.6 If the Seller appoints a carrier for the carriage of the Goods in accordance with Condition 5.5, the carrier shall be deemed to be the Buyer's agent except for the purposes of sections 44, 45 and 46 of the Sale of Goods Act 1979. 5.7 If the Buyer fails to take delivery of the Goods within 7 (including any overtime seven) days of the Seller giving notice they are ready for delivery (if delivery is ex-works) or additional shifts requiredto accept delivery (if delivery is other than ex-works) as may be necessary to meet those timescales. If there is any likelihood that the Supplier or any Supplier Personnel will fail to provide any Supplies within instructions, documents, licenses or authorisations required to enable the applicable timeline for performance, then, Goods to be delivered and/or the services to be performed on the due date (without prejudice to its other rights): (a) the Goods shall be deemed to have been delivered; (b) risk in the Goods shall pass to the Buyer; and (c) the Seller may: (i) store and arrange for the storage of the Goods until actual delivery or sale and charge the Buyer for all related costs and expenses (including insurance); and/or (ii) following written notice to the Buyer, sell any of the Company’s other rights Goods at the best price reasonably obtainable in the circumstances and charge the Buyer for any shortfall below the Price. 5.8 The Buyer shall provide at its expense at the agreed point of delivery adequate and appropriate equipment and manual labour for loading or remedies, off-loading the Supplier shall promptly give Goods. The Buyer will indemnify the Company advance notice Seller against any liability and expense (whether arising under statute or common law or otherwise) caused by the Buyers failure to provide appropriate equipment and manual labour for loading or off-loading the Goods (whether or not the loading or off-loading is supervised by or on behalf of the nature and effects of the circumstances in question and a best estimate of the duration of such circumstances. 4.2 The Supplier shall ensure thatBuyer) for: (a) any Goods are marked and delivered in accordance with the Company’s instructions and personal injury to or death of any applicable regulations or requirements of the carrier and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary courseSeller's employees, agents or sub- contractors or any third party; andand/or (b) any damage to or loss of any property of the Seller, its employees, agents or sub- contractors or any third party. 5.9 The Seller may make delivery of the Goods is accompanied by a delivery note which shows instalments. Each separate instalment shall be invoiced and paid for in accordance with the Authorizing Document number, date of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be deliveredContract. 4.3 Unless otherwise agreed 5.10 Failure by the Company Buyer to pay for any one or more instalments in writing, all accordance with the Contract shall entitle the Seller (without prejudice to its other rights and remedies): (a) to suspend without further notice deliveries of Goods or goods under any other contract between the Seller and the Buyer pending payment by the Buyer; and/or (b) to treat the Contract as repudiated by the Buyer. 5.11 The quantity of any consignment of Goods as recorded by the Seller upon despatch from the Seller's place of business shall be delivered to conclusive evidence of the Premises during business hours with transportation charges and any other applicable charges pre-paid quantity received by the Supplier. The Company shall not be obliged to carry out any work to enable Buyer on delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by unless the CompanyBuyer can provide conclusive evidence proving the contrary. 4.4 5.12 The Company and, if applicable, the Supplier shall inspect the Goods as soon as practicable following delivery and agree an inventory of the quality and quantity delivered. The Company Seller shall not be liable for any damage found on such inspection. If non-delivery of Goods or failure in performance of the Company Services (even if caused by the Seller's negligence) unless written notice is given to the Seller within 14 (fourteen) days of the date when the Goods would in its reasonable opinion considers any the ordinary course of events have been delivered or performance of the Services would have taken place. 5.13 Any liability of the Seller for non-delivery of the Goods to be and/or failure in an unsuitable condition or performance of the wrong quantity either on delivery Services shall be limited to replacing the Goods and/or performing the Services within a reasonable time or subsequentlyat the option of the Seller, the Company shall notify the Supplier, which shall promptly arrange the repair, remedy, correction or replacement of issuing a credit note against any invoice raised for such Goods within 24 hours following the time of the Company’s so notifying the Supplier. If the Supplier has not fully repaired, remedied, corrected or replaced (as appropriate) such Goods and/or Services which have been paid by the expiry of such 24-hour period, the Company shall be entitled to enforce the Company’s remedies under Clause 8 (Remedies)Buyer. 4.5 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable. 4.6 The Company 5.14 A signature of qualified acceptance on a carrier's delivery note shall not be deemed to have accepted the Goods until it has had a reasonable period of time to inspect them following delivery or, if later, within a reasonable period of time after any latent defect in them has become apparent. 4.7 The Supplier shall give the Company prior written notice to either the carrier or the Seller for the purpose of the delivery under this Agreement of any Goods having a hazard to the health and safety of persons or property, identifying those hazards and giving full details of any precautions to be taken by the Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goodsthese Conditions.

Delivery. 4.1 The Supplier shall deliver the Supplies in accordance with the instructions and date(s) specified in the Authorizing Document (or, to the extent that no date or timescale is specified, then within 14 days after the date of this Agreement or at such other time as the Company may approve in writing or reasonably request). Time is of the essence for delivery of the Supplies. The Supplier shall, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of their time, attention and ability to the Supplies (including any overtime or additional shifts required) as may be necessary to meet those timescales. If there is any likelihood that the Supplier or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, then, without prejudice to any of the Company’s other rights or remedies, the Supplier shall promptly give the Company advance notice of the nature and effects of the circumstances in question and a best estimate of the duration of such circumstances. 4.2 The Supplier shall ensure that: (a) any The Goods are marked and will be delivered in accordance with the Companywithin a reasonable time after receipt of ▇▇▇▇▇’s instructions and any applicable regulations or requirements of the carrier and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course; and (b) any delivery of Goods is accompanied by a delivery note which shows the Authorizing Document number, date of pur- chase order, number subject to availability of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered. 4.3 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplierfinished Goods. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company. 4.4 The Company and, if applicable, the Supplier shall inspect the Goods as soon as practicable following delivery and agree an inventory of the quality and quantity delivered. The Company Seller shall not be liable for any delays, loss, or damage found on such inspectionin transit. If the Company Seller may, in its reasonable opinion considers sole discretion, without liability or penalty, make partial shipments of Goods to Buyer. Each shipment of Goods (sometimes referred to herein as an “Installment”) will constitute a separate sale, and Buyer shall pay for the Goods shipped whether such shipment is in whole or partial fulfillment of Buyer’s pur- chase order. Failure to pay for any Installment when due shall automatically excuse Seller from making further deliveries to Buyer. Delay in delivery of any Installment shall not relieve Buyer of its obligations to accept any remain- ing Installments. (b) Unless otherwise agreed in writing by the Parties, delivery of all Goods shall be “Ex-Works” at Seller’s facility. Buyer shall be solely responsible for all insurance, and risk of loss to the Goods shall pass to Buyer upon the Buyer’s carrier assuming con- trol of the Goods to be in an unsuitable condition at Seller’s mill or of the wrong quantity either on delivery or subsequently, the Company shall notify the Supplier, which shall promptly arrange the repair, remedy, correction or replacement of such Goods within 24 hours following the time of the Company’s so notifying the Supplier. If the Supplier has not fully repaired, remedied, corrected or replaced (as appropriate) such Goods by the expiry of such 24-hour period, the Company shall be entitled to enforce the Company’s remedies under Clause 8 (Remedies). 4.5 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goodsother facil- ity, as applicable. Any delivery dates provided by Seller to Buyer are estimates only and are subject to change or cancellation. In no event shall specified completion dates and/or deliv- ery dates be construed as falling within the meaning of “time is of the essence.” 4.6 (c) The Company shall not be deemed quantity of any Installment of Goods as recorded by Seller on dispatch from Seller’s place of business is conclusive evidence of the quantity received by Buyer on delivery unless Buyer can provide conclusive evidence to have accepted the contrary to Seller’s satisfac- tion. In Seller’s sole discretion, any liability of Seller for non-delivery of the Goods until it has had a reasonable period of time shall be limited to inspect them following delivery or, if later, replacing the Goods within a reasonable period of reason- able time after any latent defect in them has become apparent. 4.7 The Supplier shall give or adjusting the Company prior written notice of the delivery under this Agreement of any Goods having a hazard to the health and safety of persons or property, identifying those hazards and giving full details of any precautions to be taken by the Company on the delivery of invoice respecting such Goods and their subsequent storage or handling. The Supplier shall notify to reflect the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goodsactual quantity deliv- ered.

Delivery. 4.1 The Supplier Goods shall deliver be delivered carriage paid to and the Supplies Services shall be performed at, the address designated on the Order Form, or any other such other address as Metreel Ltd may subsequently specify, during Metreel Ltd’s normal office hours. 4.2 The Goods shall be delivered, and the Services shall be performed, on or before the date or within the period specified on the Order, or if no such date or period is specified then within 28 days of the date of the Order. 4.3 Time shall be of the essence of the Contract. Without prejudice to any other rights which Metreel Ltd may have, Metreel Ltd reserves the right to:- 4.3.1 cancel the Order in the event that delivery is not made in accordance with the instructions and date(s) time limits specified in the Authorizing Document (or, Condition 4.2; and 4.3.2 refuse to the extent that no date or timescale is specified, then within 14 days after the date of this Agreement or at such other time as the Company may approve in writing or reasonably request). Time is of the essence for accept any subsequent delivery of the Supplies. The Supplier shall, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of their time, attention and ability to the Supplies (including any overtime Goods or additional shifts required) as may be necessary to meet those timescales. If there is any likelihood that the Supplier or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, then, without prejudice to any performance of the Company’s other rights or remedies, Services which the Supplier shall promptly give the Company advance notice of the nature and effects of the circumstances in question and a best estimate of the duration of such circumstances. 4.2 The Supplier shall ensure that: (a) any Goods are marked and delivered in accordance with the Company’s instructions and any applicable regulations or requirements of the carrier and properly packed and secured so as Seller attempts to reach their destination in an undamaged condition in the ordinary coursemake; and (b) 4.3.3 claim damages for any delivery of loss incurred in obtaining the Goods is accompanied by a delivery note which shows the Authorizing Document number, date of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered. 4.3 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Companyor Services from another supplier. 4.4 The Company and, if applicable, the Supplier shall inspect the Goods as soon as practicable following delivery and agree an inventory of the quality and quantity delivered. The Company shall not be liable for any damage found on such inspection. If the Company in its reasonable opinion considers any of the Goods to be in an unsuitable condition or of the wrong quantity either on delivery or subsequently, the Company shall notify the Supplier, which shall promptly arrange the repair, remedy, correction or replacement of such Goods within 24 hours following the time of the Company’s so notifying the Supplier. If the Supplier has not fully repaired, remedied, corrected or replaced (as appropriate) such Goods by the expiry of such 24-hour period, the Company shall be entitled to enforce the Company’s remedies under Clause 8 (Remedies). 4.5 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable. 4.6 The Company Metreel Ltd shall not be deemed to have accepted the Goods until it Metreel Ltd has had a reasonable period of time to inspect them following delivery or, if later, within a reasonable period of time after any latent defect in them the Goods has become apparent. 4.7 The Supplier 4.5 Metreel Ltd reserves the right to mark the Goods immediately upon delivery. This is undertaken for the purposes of security and Metreel Ltd shall give not thereby be deemed to have accepted the Company prior written notice of Goods nor shall the delivery under Seller be entitled to raise an objection on this Agreement of ground to any Goods having a hazard to the health and safety of persons or property, identifying those hazards and giving full details of any precautions to be taken by the Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply rejection of the Goods. 4.6 The Seller shall supply Metreel Ltd on delivery of the Goods with all operating and safety instructions and other information as are necessary for the safe operation of the Goods. 4.7 Metreel Ltd shall not be obliged to return to the Seller any packaging or packing materials for the Goods, whether or not any Goods are accepted by Metreel Ltd. 4.8 If the Goods are to be delivered or the Services are to be performed, by instalments, the Order will be treated as a single Contract and not severable.

Delivery. 4.1 The Supplier Kerakoll UK shall deliver the Supplies in accordance with the instructions and date(s) specified in the Authorizing Document (or, to the extent ensure that no date or timescale is specified, then within 14 days after the date of this Agreement or at such other time as the Company may approve in writing or reasonably request). Time is of the essence for each delivery of the Supplies. The Supplier shall, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of their time, attention and ability to the Supplies (including any overtime or additional shifts required) as may be necessary to meet those timescales. If there is any likelihood that the Supplier or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, then, without prejudice to any of the Company’s other rights or remedies, the Supplier shall promptly give the Company advance notice of the nature and effects of the circumstances in question and a best estimate of the duration of such circumstances. 4.2 The Supplier shall ensure that: (a) any Goods are marked and delivered in accordance with the Company’s instructions and any applicable regulations or requirements of the carrier and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course; and (b) any delivery of Goods is accompanied by a delivery note which that shows the Authorizing Document number, date of orderthe Order, all agreed reference numbers, the type and quantity of the Goods (including the code number of packages and contents the Goods, where applicable), special storage instructions (if any) and, in if the case of part deliveryGoods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered. 4.3 4.2 Unless otherwise agreed, delivery shall be on the basis of: a) FCA (Distribution Centre) (Free Carrier Incoterms 2020) where the Customer is to collect the Goods from the Distribution Centre; or b) CPT (destination agreed by the Company in writing, all ) (Carriage Paid To Incoterms 2020) where the Goods shall are to be delivered transported to the Premises during business hours with transportation charges and any Customer’s premises or other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable agreed destination. 4.3 In making physical delivery of Supplies to take place. The Supplier the Goods in accordance with clause 4.2b), the Customer shall offload Goods at provide Kerakoll UK, or any agent or courier instructed on its own riskbehalf, as directed by with safe and unrestricted access to, movement around and egress from the CompanyCustomer’s premises or other agreed destination. 4.4 The Company and, if applicable, the Supplier shall inspect the Goods as soon as practicable following In respect of Delivery: a) any dates quoted by Kerakoll UK for delivery and agree an inventory of the quality and quantity delivered. The Company are approximate only; b) Kerakoll UK shall not be liable for any damage found on such inspection. If the Company delay in its reasonable opinion considers any delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to be in an unsuitable condition provide Kerakoll UK with adequate delivery instructions or any other instructions that are relevant to the supply of the wrong quantity either on delivery or subsequently, the Company shall notify the Supplier, which shall promptly arrange the repair, remedy, correction or replacement of such Goods within 24 hours following the time Goods; and c) Kerakoll UK may in advance of the Company’s so notifying proposed delivery date deliver the Supplier. If the Supplier has not fully repaired, remedied, corrected or replaced (as appropriate) such Goods by giving reasonable notice of the expiry of such 24-hour period, same to the Company shall be entitled to enforce the Company’s remedies under Clause 8 (Remedies)Customer. 4.5 Unless otherwise specifiedIf the Customer fails to take or accept delivery of the Goods then, except where such failure or delay is caused by a Force Majeure Event or Kerakoll UK’s failure to comply with its obligations under the Supplier Contract: a) delivery of the Goods shall be responsible for installing, commissioning and decommissioning the Goods, as applicable. 4.6 The Company shall not be deemed to have accepted been completed at 9.00 am on the third Business Day after the day on which Kerakoll UK notified the Customer that the Goods were ready; and b) Kerakoll UK shall store the Goods until it has had a reasonable period of time to inspect them following delivery ortakes place, if later, within a reasonable period of time after any latent defect in them has become apparentand may charge the Customer for all related costs and expenses (including insurance and redelivery charges). 4.7 The Supplier shall give 4.6 If 10 Business Days after the Company prior written notice day on which Kerakoll UK notified the Customer that the Goods were ready for delivery the Customer has not taken or accepted actual delivery of them, Kerakoll UK may resell or otherwise dispose of part or all of the delivery under this Agreement of any Goods having a hazard and, after deducting reasonable storage and selling costs, account to the health and safety Customer for any excess over the price of persons the Goods or property, identifying those hazards and giving full details of charge the Customer for any precautions to be taken by shortfall below the Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply price of the Goods. 4.7 Kerakoll UK may deliver the Goods by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel that or any other instalment.

Delivery. 4.1 The Supplier shall deliver the Supplies in accordance with the instructions and date(s) specified in the Authorizing Document (or, goods you order will be delivered to the extent address you give when you place your order, except that some deliveries are not made outside the United Kingdom. 4.2 Orders placed before 3.00 pm on a working day will be processed that day and will be delivered as per the requested delivery option provided no date additional security checks are required and all stock items are available. (A working day is any day other than weekends and bank or timescale is specified, then within 14 days after other public holidays.) 4.3 If delivery cannot be made to your address for reasons under the date of this Agreement Supplier's control the Supplier will inform you as soon as possible and refund or at such other time as the Company may approve in writing re-credit you for any sum that has been paid by you or reasonably request). Time is of the essence debited from your credit card for delivery. 4.4 If you deliberately fail to take delivery of the Supplies. The Supplier shall, and shall procure that goods (otherwise than by reason of circumstances under control of the Supplier Personnel shall, (without further liability to the CompanySupplier) devote such of their time, attention and ability to the Supplies (including any overtime or additional shifts required) as may be necessary to meet those timescales. If there is any likelihood that the Supplier or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, then, then without prejudice to any of other right or remedy available to the Company’s other rights or remediesSupplier , the Supplier shall promptly give may: 4.4.1 store the Company advance notice goods until actual delivery and charge you for reasonable costs (including insurance) of storage; or 4.4.2 sell the nature goods at the best readily obtainable price and effects of (after deducting all reasonable storage and selling expenses) account to you for any excess over the circumstances in question and a best estimate of price you agreed to pay for the duration of such circumstancesgoods or charge you for any shortfall below the price you agreed to pay for the goods. 4.2 The 4.5 If you fail to take delivery because you have cancelled your contract under the Distance Selling Regulations the Supplier shall ensure that: (a) refund or re-credit you within 30 days for any Goods are marked and delivered in accordance with sum that has been paid by you or debited from your credit card for the Company’s instructions and goods, less any applicable regulations or requirements of the carrier and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course; and (b) any delivery of Goods is accompanied by a delivery note which shows the Authorizing Document number, date of order, number of packages and contents and, in the case of part expenses incurred for failed delivery, the outstanding balance remaining to be delivered. 4.3 Unless otherwise agreed by 4.6 Every effort will be made to deliver the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Suppliergoods as soon as possible after your order has been accepted. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company. 4.4 The Company and, if applicableHowever, the Supplier shall inspect the Goods as soon as practicable following delivery and agree an inventory of the quality and quantity delivered. The Company shall will not be liable for any loss or damage found on such inspectionsuffered by you through reasonable or unavoidable delay in delivery. If the Company in its reasonable opinion considers any of the Goods to be in an unsuitable condition or of the wrong quantity either on delivery or subsequently, the Company shall notify the Supplier, which shall promptly arrange the repair, remedy, correction or replacement of such Goods within 24 hours following the time of the Company’s so notifying the Supplier. If the Supplier has not fully repaired, remedied, corrected or replaced (as appropriate) such Goods by the expiry of such 24-hour period, the Company shall be entitled to enforce the Company’s remedies under Clause 8 (Remedies). 4.5 Unless otherwise specifiedIn this case, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, will inform you as applicablesoon as possible. 4.6 The Company 4.7 Time for delivery shall not be deemed to have accepted of the Goods until it has had a reasonable period essence. The goods may be delivered by the Supplier in advance of time to inspect them following the quoted delivery or, if later, within a reasonable period of time after any latent defect in them has become apparentdate. 4.7 The Supplier shall give 4.8 Upon receipt of your order you will be asked to sign for the Company prior written notice goods received in good condition. If you are unable to check the contents of the delivery under this Agreement of package at that moment in time please sign for the parcel as "UNCHECKED". Failure to do so may affect any Goods having a hazard to the health and safety of persons or property, identifying those hazards and giving full details of any precautions to be taken by the Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goodswarranty claims that you make thereafter.

Delivery. 4.1 The Supplier shall deliver Unless agreed otherwise in writing by the Supplies parties, all Goods are delivered FCA (“Free carrier” as defined in accordance with INCOTERMS 2020®) at the instructions and date(s) place specified in the Authorizing Document (or, to Order Confirmation. Buyer will provide at its expense adequate and appropriate equipment and manual labour for off-loading the extent that no date or timescale is specified, then within 14 days after the date of this Agreement or at such other time as the Company may approve in writing or reasonably request). Time is of the essence Goods. 4.2 Any dates quoted for delivery of the Supplies. The Supplier shallGoods or performance of Services are approximate only, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such time of their time, attention and ability to the Supplies (including any overtime or additional shifts required) as may be necessary to meet those timescales. If there delivery is any likelihood that the Supplier or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, then, without prejudice to any not of the Company’s other rights or remedies, the Supplier shall promptly give the Company advance notice of the nature and effects of the circumstances in question and a best estimate of the duration of such circumstancesessence. 4.2 The Supplier 4.3 In the event of delay in delivery, Buyer shall ensure that: give written notice to Seller requiring the delivery to be made within 14 days. Subject to Clause 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s sole liability and Buyer’s exclusive remedy for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods are marked and delivered in accordance with the Company’s instructions and any applicable regulations or requirements of the carrier and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course; and (b) any delivery reimbursing Buyer for the reasonable and proper external costs and expenses incurred by Buyer in obtaining replacement goods of Goods is accompanied by a delivery note which shows similar description and quality at the Authorizing Document numberlowest available market price, date less the Price of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered. 4.3 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Companyrelevant Goods. 4.4 The Company and, if applicable, the Supplier shall inspect the Goods as soon as practicable following delivery and agree an inventory of the quality and quantity delivered. The Company Seller shall not be liable for any damage found delay in delivery of the Goods or Services where Buyer failed to provide written notice in accordance with Clause 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the Goods or Services to be supplied on such inspectiontime (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will be deemed to have been delivered by the due date and Seller may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). If the Company in its reasonable opinion considers Following written notice to ▇▇▇▇▇, Seller may also sell any of the Goods to be at the best price reasonably obtainable in an unsuitable condition or the circumstances and charge Buyer for any shortfall below the Price of the wrong quantity either on delivery or subsequently, Goods under the Company shall notify the Supplier, which shall promptly arrange the repair, remedy, correction or replacement of such Goods within 24 hours following the time of the Company’s so notifying the Supplier. If the Supplier has not fully repaired, remedied, corrected or replaced (as appropriate) such Goods by the expiry of such 24-hour period, the Company shall be entitled to enforce the Company’s remedies under Clause 8 (Remedies). 4.5 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicableContract. 4.6 The Company shall not be deemed to have accepted If Seller's delivery note or package labelling states that the Packages in which the Goods until it has had are delivered are returnable to Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a reasonable period of time to inspect them following delivery orcharge have been made by Seller. "Packages" shall include bulk tankers, if laterminibulks, within a reasonable period of time after any latent defect in them has become apparentflexis, crates, boxes or other containers and pallets. 4.7 The Supplier shall give the Company prior written notice of the delivery under this Agreement of any Goods having a hazard to the health and safety of persons or property, identifying those hazards and giving full details of any precautions to be taken by the Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods.

Delivery. 4.1 The Supplier shall deliver the Supplies in accordance with the instructions and date(s) specified in the Authorizing Document (or, to the extent that no date or timescale is specified, then within 14 days after the date of this Agreement or at such other time as the Company may approve 10.1. Unless otherwise agreed in writing by Seller (a) all prices are net, FOB carrier, Seller’s warehouse and (b) title to and risk of loss of Products shall pass to Buyer at FOB point. Seller is not responsible for any loss, damage, or reasonably requestdelay that may occur after Products have been accepted for shipment by the carrier. 10.2. Buyer shall cooperate fully with Seller’s efforts to deliver Product(s). Time is of the essence for delivery of the Supplies. The Supplier shall, and shall procure that be appropriately prepared to safely and promptly receive the Supplier Personnel shall, (without further liability to the CompanyProduct(s) devote such of their time, attention and ability to the Supplies (including any overtime or additional shifts required) as may be necessary to meet those timescales. If there is any likelihood that the Supplier or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, then, without prejudice to any of the Company’s other rights or remedies, the Supplier shall promptly give the Company advance notice of the nature and effects of the circumstances in question and a best estimate of the duration of such circumstances. 4.2 The Supplier shall ensure that: (a) any Goods are marked and delivered in accordance with the Company’s instructions and any applicable regulations or requirements of the carrier and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course; and (b) any delivery of Goods is accompanied by a delivery note which shows the Authorizing Document number, date of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be when delivered. 4.3 Unless otherwise agreed 10.3. Buyer is responsible for checking all Products to ensure that the correct volume, concentration levels, and type of Products have been received. Any shortage, excess, mis-shipment, or defect in any Product must be reported to Seller within seven (7) days of receipt of the Product(s) by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the SupplierBuyer. The Company Seller shall not be obliged responsible for any Claim for shortages or failure to carry out any work to enable delivery meet specifications after this time. In case of Supplies to take place. The Supplier bulk carload or tank car shipments, Seller’s weight, shall offload Goods at its own risk, as directed by the Companygovern absent manifest error. 4.4 The Company and10.4. Buyer shall provide adequate access to on-site tanks, if applicableor other suitable receptacles, to allow for the Supplier shall inspect the Goods as soon as practicable following delivery and agree an inventory efficient unloading of the quality and quantity delivered. The Company shall not be liable for any damage found on such inspection. If the Company in its reasonable opinion considers any of the Goods to be in an unsuitable condition or of the wrong quantity either on delivery or subsequently, the Company shall notify the Supplier, which shall promptly arrange the repair, remedy, correction or replacement of such Goods within 24 hours following the time of the Company’s so notifying the Supplier. If the Supplier has not fully repaired, remedied, corrected or replaced (as appropriate) such Goods by the expiry of such 24-hour period, the Company shall be entitled to enforce the Company’s remedies under Clause 8 (RemediesProduct(s). 4.5 Unless otherwise specified10.5. Late delivery or failure to supply shall in no event entitle Buyer to vary or cancel these Terms, or to claim damages in respect thereof. Delivery of the Supplier Product(s) to Buyer’s location shall constitute delivery to Buyer; and all risk of loss or damage shall thereupon be responsible for installing, commissioning and decommissioning the Goods, as applicableassumed by Buyer. 4.6 The Company shall not 10.6. Upon Buyer’s reasonable request, Seller may, at its option, assist Buyer in loading or unloading the Product(s), but such assistance will be deemed to have accepted the Goods until it has had a reasonable period of time to inspect them following delivery orrendered at Buyer’s sole risk. BUYER SHALL DEFEND, if laterINDEMNIFY AND SAVE SELLER GROUP HARMLESS FROM AND AGAINST ANY AND ALL LOSSES, within a reasonable period of time after any latent defect in them has become apparentDAMAGES, INJURIES, LIABILITIES, ACTIONS, CLAIMS OR PROCEEDINGS OF WHATEVER NATURE ARISING DIRECTLY OR INDIRECTLY IN CONNECTION WITH THE LOADING OR UNLOADING OF THE PRODUCT(S) WHETHER OR NOT BASED ON SELLER GROUP’S ACTS OR OMISSIONS. 4.7 The Supplier shall give the Company prior written notice of the delivery under this Agreement of any Goods having a hazard to the health and safety of persons or property, identifying those hazards and giving full details of any precautions to be taken by the Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods.

Delivery. 4.1 7.1 Any dates quoted for Delivery of the Goods are approximate only and the Seller shall not be liable for any delay in Delivery of the Goods howsoever caused. Time for Delivery shall not be of the essence unless previously agreed by the Seller in writing. The Supplier goods may be delivered by the Seller in advance of the quoted Delivery date upon giving reasonable notice to the Buyer. 7.2 Where the Goods are to be delivered in instalments, each Delivered shall constitute a separate Contract and failure by the Seller to deliver any one or more of the Supplies instalments in accordance with these Conditions or any claim by the instructions Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated. 7.3 if the Seller fails to Deliver the Goods for any reason other than any cause beyond the Seller’s reasonable control or the Buyers fault, and date(sthe Seller is accordingly liable to the Buyer, the Seller’s liability shall be limited to the excess (if any) specified of the cost of the Buyer (in the Authorizing Document (or, cheapest available market) of similar Goods to replace those not delivered over the extent that no date or timescale is specified, then within 14 days after the date of this Agreement or at such other time as the Company may approve in writing or reasonably request). Time is price of the essence for delivery goods. 7.4 If the Buyer fails to take Delivery of the Supplies. The Supplier shall, and shall procure that Goods or fails to give the Supplier Personnel shall, Seller adequate Delivery instructions at the time stated for Delivery (without further liability to otherwise than by reason of any cause beyond the CompanyBuyer’s reasonable control or by reason of the Seller’s fault) devote such of their time, attention and ability to the Supplies (including any overtime or additional shifts required) as may be necessary to meet those timescales. If there is any likelihood that the Supplier or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, then, without prejudice to any other right or remedy available to the Seller, the Seller may: 7.4.1 store the Goods until actual Delivery and charge the Buyer rent at the rates set out in clause 6.1 and for insurance thereof 7.4.2 sell the Goods at the best price ready obtained and charge the Buyer for any shortfall below the price under the Contract. 7.4.3 Charge the Buyer for the cost of the Company’s other rights or remedies, attempted delivery 7.5 Where the Supplier Seller agrees to deliver the goods to site this shall promptly give be to the Company advance notice of the nature and effects of the circumstances in question and nearest point on a best estimate of the duration of such circumstances. 4.2 The Supplier shall ensure that: (a) any Goods are marked and delivered in accordance with the Company’s instructions and any applicable regulations or requirements of the carrier and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course; and (b) any delivery of Goods is accompanied by a delivery note which shows the Authorizing Document number, date of order, number of packages and contents andpublic road suitable, in the case option of part deliverythe driver, for the outstanding balance remaining to be delivered. 4.3 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Suppliervehicle used. The Company shall not be obliged Seller is under no obligation to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods deliver the goods elsewhere, but should it do so at its own risk, as directed by the Company. 4.4 The Company and, if applicable, the Supplier shall inspect the Goods as soon as practicable following delivery and agree an inventory request of the quality and quantity delivered. The Company shall Buyer the Seller will not be liable for any damage found on such inspection. If or loss whatsoever resulting therefrom which shall be the Company in its reasonable opinion considers any sole responsibility of the Goods to be in an unsuitable condition or of the wrong quantity either on delivery or subsequently, the Company shall notify the Supplier, which shall promptly arrange the repair, remedy, correction or replacement of such Goods within 24 hours following the time of the Company’s so notifying the Supplier. If the Supplier has not fully repaired, remedied, corrected or replaced (as appropriate) such Goods by the expiry of such 24-hour period, the Company shall be entitled to enforce the Company’s remedies under Clause 8 (Remedies). 4.5 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable. 4.6 The Company shall not be deemed to have accepted the Goods until it has had a reasonable period of time to inspect them following delivery or, if later, within a reasonable period of time after any latent defect in them has become apparent. 4.7 The Supplier shall give the Company prior written notice of the delivery under this Agreement of any Goods having a hazard to the health and safety of persons or property, identifying those hazards and giving full details of any precautions to be taken by the Company on the delivery of such Goods and their subsequent storage or handlingBuyer. The Supplier Buyer shall notify provide the Company in writing of all requirements necessary labour and restrictions imposed by governmental and other authorities or persons relating equipment to unload the possession, use or onward supply of the Goodsvehicle without undue delay.

Delivery. 4.1 The Supplier shall deliver Unless agreed otherwise in writing by the Supplies parties, all Goods are delivered FCA (“Free carrier” as defined in accordance with INCOTERMS 2020®) at the instructions and date(s) place specified in the Authorizing Document (or, to the extent that no date or timescale is specified, then within 14 days after the date of this Agreement or at such other time as the Company may approve in writing or reasonably request). Time is of the essence Order Confirmation. 4.2 Any dates quoted for delivery of the Supplies. The Supplier shallGoods or performance of Services are approximate only, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such time of their time, attention and ability to the Supplies (including any overtime or additional shifts required) as may be necessary to meet those timescales. If there delivery is any likelihood that the Supplier or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, then, without prejudice to any not of the Company’s other rights or remedies, the Supplier shall promptly give the Company advance notice of the nature and effects of the circumstances in question and a best estimate of the duration of such circumstancesessence. 4.2 The Supplier 4.3 In the event of delay in delivery, Buyer shall ensure that: give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s sole liability and Buyer’s exclusive remedy for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods are marked and delivered in accordance with the Company’s instructions and any applicable regulations or requirements of the carrier and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course; and (b) any delivery reimbursing Buyer for the reasonable and proper external costs and expenses incurred by Buyer in obtaining replacement goods of Goods is accompanied by a delivery note which shows similar description and quality at the Authorizing Document numberlowest market price available, date less the Price of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered. 4.3 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Companyrelevant Goods. 4.4 The Company and, if applicable, the Supplier shall inspect the Goods as soon as practicable following delivery and agree an inventory of the quality and quantity delivered. The Company Seller shall not be liable for any damage found delay in delivery of the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the Goods or Services to be supplied on such inspectiontime (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will be deemed to have been delivered by the due date and Seller may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). If the Company in its reasonable opinion considers Following written notice to Buyer, Seller may also sell any of the Goods to be at the best price reasonably obtainable in an unsuitable condition or the circumstances and charge Buyer for any shortfall below the Price of the wrong quantity either on delivery or subsequently, Goods under the Company shall notify the Supplier, which shall promptly arrange the repair, remedy, correction or replacement of such Goods within 24 hours following the time of the Company’s so notifying the Supplier. If the Supplier has not fully repaired, remedied, corrected or replaced (as appropriate) such Goods by the expiry of such 24-hour period, the Company shall be entitled to enforce the Company’s remedies under Clause 8 (Remedies). 4.5 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicableContract. 4.6 The Company shall not be deemed to have accepted If Seller's delivery note or package labelling states that the Packages in which the Goods until it has had are delivered are returnable to Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a reasonable period of time to inspect them following delivery orcharge have been made by Seller. "Packages" shall include bulk tankers, if laterminibulks, within a reasonable period of time after any latent defect in them has become apparentflexis, crates, boxes or other containers and pallets. 4.7 The Supplier shall give the Company prior written notice of the delivery under this Agreement of any Goods having a hazard to the health and safety of persons or property, identifying those hazards and giving full details of any precautions to be taken by the Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods.

Delivery. 4.1 The Supplier shall deliver the Supplies in accordance with the instructions and date(s6.1 Delivery takes place on agreed INCOTERMS (ICC INCOTERMS 2010) specified as stated in the Authorizing Document (orPurchase Order. If no INCOTERMS terms are indicated, delivery shall be understood to occur at the extent that no date or timescale is specified, then within 14 days after moment unloading has finished taking place at the date location designated by Buyer. 6.2 Time of this Agreement or at such other time as delivery of the Company may approve in writing or reasonably request). Time Goods and of performance of the Services is of the essence for delivery and shall start to run from the date of acceptance by Seller of the Supplies. The Supplier shall, Purchase Order or the date on which Seller is placed in possession of such information and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of their time, attention and ability to the Supplies (including any overtime or additional shifts required) drawings as may be necessary to meet those timescalesenable him or her to start work on the Goods or the Services, whichever may be the later. 6.3 Delivery of Goods in installments shall be permitted only with the written consent of Buyer and such permission, if given, shall not entitle Seller to claim payment prior to completion of the present Agreement unless Buyer has agreed in writing. 6.4 If Buyer is not able to accept delivery of the Goods or installation of the Goods when due, Seller will be responsible for arranging suitable storage of the Goods at suitable premises, advising Buyer beforehand of the particulars of such proposed storage and Seller shall also ensure that the Goods and the premises in which they are stored are properly insured against all the usual risks and notify Buyer of such insurance cover. 6.5 If delivery is made before the delivery date specified in the Purchase Order, Buyer may return the Goods to Seller at Seller's risk and expense. 6.6 Each delivery must be accompanied by details of the exact quantity and description of the Goods and/or the Services performed. Shipping documents and a separate invoice stating the relevant Purchase Order number for each shipment must be sent by first class mail to Buyer's plant or office which issued the Purchase Order on the day on which the shipment is made, marked for the attention of the Accounts Office. When Goods are invoiced by Seller but shipped by a third party, the invoice shall bear the name of the shipper and the point from which the delivery originated. If there shipment is any likelihood that the Supplier or any Supplier Personnel will fail not delivered to provide any Supplies within the applicable timeline for performance, then, without prejudice to any of the Company’s other rights or remediesBuyer's premises, the Supplier original ▇▇▇▇ of lading must be furnished with the invoice(s). Buyer's count shall promptly give the Company advance notice of the nature and effects of the circumstances in question and a best estimate of the duration of such circumstancesbe accepted as final on all shipments. 4.2 The Supplier shall ensure that: (a) any 6.7 Delivery is completed only if the agreed Goods or Services are marked and delivered in their entirety in accordance with the Company’s instructions and any applicable regulations present Agreement at the location designated by Buyer. 6.8 Seller shall provide Buyer a current material safety data sheet (“MSDS”) for each Good supplied to Buyer under the present Agreement on an annual basis or requirements of the carrier and properly packed and secured so as to reach their destination in an undamaged condition sooner in the ordinary course; andevent such document has been modified. (b) any delivery of Goods 6.9 If Seller is accompanied by a delivery note which shows the Authorizing Document number, date of order, number of packages and contents and, in the case position of part deliverybeing able to supply some but not all of its customers, the outstanding balance remaining to be delivered. 4.3 Unless otherwise agreed by the Company in writing, all Goods Buyer shall be delivered to the Premises during business hours with transportation charges and any given priority over all other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the CompanySeller's customers. 4.4 The Company and, if applicable, the Supplier shall inspect the Goods as soon as practicable following delivery and agree an inventory of the quality and quantity delivered. The Company shall not be liable for any damage found on such inspection. If the Company in its reasonable opinion considers any of the Goods to be in an unsuitable condition or of the wrong quantity either on delivery or subsequently, the Company shall notify the Supplier, which shall promptly arrange the repair, remedy, correction or replacement of such Goods within 24 hours following the time of the Company’s so notifying the Supplier. If the Supplier has not fully repaired, remedied, corrected or replaced (as appropriate) such Goods by the expiry of such 24-hour period, the Company shall be entitled to enforce the Company’s remedies under Clause 8 (Remedies). 4.5 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable. 4.6 The Company shall not be deemed to have accepted the Goods until it has had a reasonable period of time to inspect them following delivery or, if later, within a reasonable period of time after any latent defect in them has become apparent. 4.7 The Supplier shall give the Company prior written notice of the delivery under this Agreement of any Goods having a hazard to the health and safety of persons or property, identifying those hazards and giving full details of any precautions to be taken by the Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods.

Delivery. 4.1 The Supplier shall deliver the Supplies in accordance with the instructions and date(s) specified in the Authorizing Document (or, to the extent that no date or timescale is specified, then within 14 days after the date of this Agreement or at such other time as the Company may approve in writing or reasonably request). Time is of the essence for delivery of the Supplies. The Supplier shall, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of their time, attention and ability to the Supplies (including any overtime or additional shifts required) as may be necessary to meet those timescales. If there is any likelihood that the Supplier or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, then, without prejudice to any of the Company’s other rights or remedies, the Supplier shall promptly give the Company advance notice of the nature and effects of the circumstances in question and a best estimate of the duration of such circumstances. 4.2 The Supplier shall ensure that: (a) any Goods SUPPLIER agrees to make expedited deliveries and pay for such deliveries provided the following conditions are marked and delivered all met; • Product was ordered with standard 8 week lead-time or greater • Product is not on the list of “C” items, shown in accordance with Attachment G • Quantity ordered was not increased or exceed the Company’s instructions and any applicable regulations forecasted quantity • Item ordered is not a sample or requirements of the carrier and properly packed and secured so as to reach their destination first time order. • Order is not a pull-in an undamaged condition in the ordinary course; andor reschedule (b) any delivery of Goods is accompanied by a delivery note which shows the Authorizing Document number, date of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered. 4.3 Unless otherwise agreed by the Company in writing, all SUPPLIER shall not make commitments for material in production in excess of the amount or in advance of the time necessary to meet BUYER’s forecast. It is SUPPLIER’s responsibility to comply with this schedule, but not anticipate BUYER’s requirements. Goods shipped to BUYER in advance of schedule date minus 5 days may be returned to SUPPLIER at SUPPLIER’s expense. A shipment is counted as on time if it is shipped within –5/+0 days of the request date, provide the request meets SUPPLIER’s standard 8 week lead-time. BUYER may change forecast quantities without restriction. Orders within 21 days of the original promise date cannot be rescheduled (pushed out or pulled in) unless reviewed and approved by SUPPLIER. Orders outside 21 days of the original promise date can be rescheduled out for up to 30 days from the original promise date. Reschedule in requests will be reviewed and accepted at SUPPLIER’s discretion. BUYER agrees to take pushed out items within 30 days of original promise date. Orders may be cancelled per Section 11. Rescheduled orders (pull ins or pushouts) will be excluded from SUPPLIER on time delivery metric. Increases in quantity will be considered a new order for the increased amount. Reductions in quantities will be considered cancellation of the reduced quantity. (c) In addition to the packing and shipping instructions specified by BUYER, the goods shall be delivered packaged in accordance with commercially acceptable standards, or to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged BUYER specifications, to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods ensure safe arrival at its own risk, as directed by the CompanyBUYER’s location. 4.4 The Company and(d) Neither party will be liable for damages because of delays in or failure of performance when the delay or failure is due to acts of God, acts of civil or military authority, fire, earthquake, flood, strikes, war, epidemics, shortage of power, or other causes beyond such party’s reasonable control and without its fault or negligence, if applicablethe party (a) used commercially reasonable efforts to avoid or uses commercially reasonable efforts to remove the conditions, (b) notifies the Supplier shall inspect the Goods other party promptly upon becoming aware of such condition, and (c) continues performance as soon as practicable following after the conditions are removed. Provided non-delivery and agree an inventory is a result of the quality and quantity delivered. The Company shall not be liable for any damage found on such inspection. If the Company in its reasonable opinion considers any of the Goods to be in an unsuitable condition or of the wrong quantity either on delivery or subsequentlyForce Majeure as described above, the Company shall notify the Supplier, which shall promptly arrange the repair, remedy, correction or replacement of such Goods within 24 hours following the time of the Company’s so notifying the Supplier. If the Supplier has not fully repaired, remedied, corrected or replaced (as appropriate) such Goods by the expiry of such 24-hour period, the Company BUYER shall be entitled to enforce the Company’s remedies under Clause 8 (Remedies)obtain like Product from other sources to meets its immediate needs up to and until SUPPLIER can resume normal delivery. 4.5 Unless otherwise specified(e) SUPPLIER agrees to accept emergency orders from BUYER as feasible based on material and manufacturing limitations. These will be evaluated on a case-by-case basis and accepted at SUPPLIER’s discretion. Emergency Orders will not be part of the SUPPLIER Scorecard. Emergency orders are orders with lead-times of less than 8 weeks. (f) SUPPLIER shall notify BUYER as soon as practical upon becoming aware of any instance, the Supplier which will affect delivery, quantity or committed ship date. If such instance is not due to BUYER’s actions, BUYER shall be responsible entitled to obtain like Product from other sources to meet its immediate needs up to and until SUPPLIER can resume normal delivery. Buyer will not exercise this clause for installingminor quality or delivery issues. In the case of minor quality or delivery issues, commissioning If BUYER’s delivery to BUYER’s customers are negatively effected and decommissioning the GoodsBUYER and SUPPLIER cannot come to mutual agreement, as applicablethen after written notification, BUYER may exercise this clause. 4.6 The Company shall not be deemed to have accepted the Goods until it has had a reasonable period of time to inspect them following delivery or, if later, within a reasonable period of time after any latent defect in them has become apparent. 4.7 The Supplier shall give the Company prior written notice of the delivery under this Agreement of any Goods having a hazard to the health and safety of persons or property, identifying those hazards and giving full details of any precautions to be taken by the Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods.

Delivery. 4.1 The Supplier Novozymes shall deliver Delivered Duty Unpaid (Incoterms 2000) the Supplies HyaCare purchased by Alchemia hereunder to a place nominated by Alchemia from time to time, provided that Alchemia shall reimburse Novozymes’ reasonable carriage and insurance expenses incurred and notified to Alchemia prior to shipment. Each shipment shall be clearly marked with the identity and quantity of the product, and the (electronic) order confirmation or invoice number. Risk of loss with respect to the HyaCare shall pass to Alchemia in accordance with the instructions and date(s) specified in the Authorizing Document agreed Incoterms (or, 2000). Title to the extent that no date or timescale is specified, then within 14 days after the date of this Agreement or at such other time as the Company may approve in writing or reasonably request). Time is HyaCare shall pass to Alchemia only upon full payment of the essence for delivery applicable invoice. Upon receipt of each shipment, Alchemia shall promptly visually inspect such shipment to determine whether HyaCare is missing, damaged, labels missing, or otherwise does not comply with the applicable purchase order and the Specifications. In the event of any such failure, Alchemia may reject the non-conforming portion of the Supplies. The Supplier shall, and shall procure that the Supplier Personnel shall, shipment by written notice to Novozymes delivered within three (without further liability to the Company3) devote such days of their time, attention and ability to the Supplies (including any overtime or additional shifts required) as may be necessary to meet those timescales. If there is any likelihood that the Supplier or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, then, without prejudice to any of the CompanyAlchemia’s other rights or remedies, the Supplier shall promptly give the Company advance notice of the nature and effects of the circumstances in question and a best estimate of the duration receipt of such circumstances. 4.2 The Supplier shipment. Such notice shall ensure that: (a) specify the manner in which the shipment fails to conform. In the absence of any Goods are marked and delivered in accordance with the Company’s instructions and any applicable regulations or requirements of the carrier and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course; and (b) any delivery of Goods is accompanied by a delivery note which shows the Authorizing Document numbersuch notice, date of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered. 4.3 Unless otherwise agreed by the Company in writing, all Goods Alchemia shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company. 4.4 The Company and, if applicable, the Supplier shall inspect the Goods as soon as practicable following delivery and agree an inventory of the quality and quantity delivered. The Company shall not be liable for any damage found on such inspection. If the Company in its reasonable opinion considers any of the Goods to be in an unsuitable condition or of the wrong quantity either on delivery or subsequently, the Company shall notify the Supplier, which shall promptly arrange the repair, remedy, correction or replacement of such Goods within 24 hours following the time of the Company’s so notifying the Supplier. If the Supplier has not fully repaired, remedied, corrected or replaced (as appropriate) such Goods by the expiry of such 24-hour period, the Company shall be entitled to enforce the Company’s remedies under Clause 8 (Remedies). 4.5 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable. 4.6 The Company shall not be deemed to have accepted the Goods until it has had shipment (except with respect to non-conformance to the warranty which may not be detectable by visual inspection). Any other notices of latent defects in the HyaCare shall be given promptly in writing by Alchemia to Novozymes. Upon giving Novozymes a notice of non-conformance, Alchemia shall provide Novozymes a reasonable period of time opportunity to inspect them following delivery orthe HyaCare and send a sample of the non-conforming HyaCare, if laterpossible. If there is a disagreement between the parties as to whether the HyaCare meet the applicable Specifications or the warranty, within a reasonable period samples from the batch which is in dispute will be submitted to an independent testing laboratory acceptable to both parties for testing. The cost of time after said testing by the independent laboratory shall be borne equally by both parties. The determination of such independent laboratory will be binding on both parties and treated as Confidential Information. If the HyaCare is found to be defective or not in conformance with the warranty below or the applicable Specifications, Novozymes will promptly replace such HyaCare at no additional cost to Alchemia. This shall be Alchemia’s sole remedy for any latent defect HyaCare it rejects under this clause. Any returns of HyaCare from Alchemia agreed or determined not to comply with Specifications shall be agreed in them has become apparent. 4.7 The Supplier advance in writing by the parties, and Novozymes shall give hold the Company prior written notice direct incurred cost of the delivery under this Agreement of any Goods having a hazard return if the HyaCare return is ascribable to the health and safety of persons or property, identifying those hazards and giving full details of any precautions to Novozymes. All returns must be taken by the Company clearly marked as returns on the delivery shipment as well as the IT-systems, if applicable. If not ascribable to Novozymes, Alchemia shall handle the return and disposal of such Goods the returned HyaCare itself and their subsequent storage or handling. The Supplier at its own cost, and Alchemia shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, under no circumstances use or onward supply of the Goodsresell HyaCare for return.

Delivery. 4.1 The Supplier If the Shipping Terms on the Sales Confirmation are EXW (Delivery Location on the Sales Confirmation (INCOTERMS 2020): Seller may, in its sole discretion, without liability or penalty, make partial shipments of Goods to Buyer. Each shipment will constitute a separate sale, and Buyer shall deliver pay for the Supplies units shipped whether such shipment is in accordance with the instructions and date(s) specified in the Authorizing Document (or, to the extent that no date whole or timescale is specified, then within 14 days after the date of this Agreement or at such other time as the Company may approve in writing or reasonably request). Time is partial fulfillment of the essence for delivery of the SuppliesSales Confirmation. The Supplier shall, and shall procure that the Supplier Personnel shall, (without further liability Goods will be available for pickup upon notice from Seller to the Company) devote such of their time, attention and ability to the Supplies (including any overtime or additional shifts required) as may be necessary to meet those timescalesBuyer. If there is any likelihood that the Supplier or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, then, without prejudice to any of the Company’s other rights or remedies, the Supplier shall promptly give the Company advance notice of the nature and effects of the circumstances in question and a best estimate of the duration of such circumstances. 4.2 The Supplier shall ensure that: (a) any Goods are marked and delivered in accordance with the Company’s instructions and any applicable regulations or requirements of the carrier and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course; and (b) any delivery of Goods is accompanied by a delivery note which shows the Authorizing Document number, date of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered. 4.3 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company. 4.4 The Company and, if applicable, the Supplier shall inspect the Goods as soon as practicable following delivery and agree an inventory of the quality and quantity delivered. The Company Seller shall not be liable for any delays, loss or damage found on such inspectionin transit. Unless otherwise agreed in writing by the parties, Seller shall deliver the Goods to the Delivery Location set forth in the Sales Confirmation (the "Delivery Location") using the manufacturer’s standard methods for packaging. Buyer shall take possession of the Goods within three (3) days of Seller's written notice that the Goods are available at the Delivery Point. Buyer shall be responsible for all shipping and handling costs and expenses from the point of delivery in accordance with the Shipping Terms. If the Company in its reasonable opinion considers for any reason Buyer fails to accept delivery of any of the Goods on the date fixed pursuant to be in an unsuitable condition Seller's notice that the Goods have been delivered at the Delivery Location, or of if Seller is unable to deliver the wrong quantity either Goods at the Delivery Location on delivery or subsequently, the Company shall notify the Supplier, which shall promptly arrange the repair, remedy, correction or replacement of such Goods within 24 hours following the time of the Company’s so notifying the Supplier. If the Supplier date because Buyer has not fully repairedprovided appropriate instructions, remedieddocuments, corrected licenses or replaced authorizations: (as appropriatei) such risk of loss to the Goods by shall pass to Buyer; (ii) the expiry of such 24-hour period, the Company Goods shall be entitled to enforce the Company’s remedies under Clause 8 (Remedies). 4.5 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable. 4.6 The Company shall not be deemed to have accepted been delivered; and (iii) Seller, at its option, may store the Goods until it has had a reasonable period Buyer picks them up, whereupon Buyer shall be liable for all related costs and expenses (including, without limitation, 110% of time to inspect them following delivery orall storage and insurance costs and expenses). If the Shipping Terms on the Sales Confirmation are any other Incoterm, if latercosts and responsibilities shall be allocated as provided by such term. In the event that Buyer requests ▇▇▇▇▇▇’s assistance with making shipping arrangements that are the responsibility of Buyer, within a reasonable period of time after Seller may do so (in its sole discretion) provided that Buyer shall reimburse Seller for any latent defect in them has become apparent. 4.7 The Supplier shall give the Company prior written notice of the delivery under this Agreement of any Goods having a hazard to the health and safety of persons or property, identifying those hazards all costs and giving full details of any precautions to be taken liabilities incurred by Seller not required by the Company on Incoterm selected in the delivery of Sales Confirmation and Buyer agrees to indemnify and hold harmless Seller for all costs and liabilities associated with such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goodsassistance.

Delivery. 4.1 The Supplier shall deliver the Supplies in accordance with the instructions and date(s) specified 5.1. Unless otherwise stated in the Authorizing Document (orOrder confirmation, the delivery of Products will be made “FCA” according to the extent that no date or timescale is specifieddefinition ICC INCOTERMS 2020 (as amended and/or supplemented), then within 14 days after at the date of this Agreement Seller’s premises, or at such other the different place notified by the Seller. Any cost and/or risk concerning the transport of the Products will be solely borne by the Buyer. 5.2. All risks concerning the Products shall pass to the Buyer at the place and time as of delivery thereof. 5.3. Delivery terms and conditions provided by the Company may approve Order confirmation shall not be of the essence, unless otherwise agreed in writing or reasonably request)by the Parties. Time is of Any reasonable delay and/or stop in the essence for delivery of the Supplies. The Supplier shall, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of their time, attention and ability to the Supplies (including any overtime or additional shifts required) as may be necessary to meet those timescales. If there is any likelihood that the Supplier or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, then, without prejudice to any of the Company’s other rights or remedies, the Supplier shall promptly give the Company advance notice of the nature and effects of the circumstances in question and a best estimate of the duration of such circumstances. 4.2 The Supplier shall ensure that: (a) any Goods are marked and delivered in accordance with the Company’s instructions and any applicable regulations or requirements of the carrier and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course; and (b) any delivery of Goods is accompanied by a delivery note which shows the Authorizing Document number, date of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered. 4.3 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company Products shall not be obliged considered as a breach of the Agreement by the Seller and shall not entitle the Buyer to carry out any work cancel the Order, to enable delivery of Supplies to take placeclaim direct or indirect indemnification or the cost reimbursement, or additional charges. The Supplier shall offload Goods at its own risk, as directed by the Company. 4.4 The Company and, if applicable, the Supplier shall inspect the Goods as soon as practicable following delivery and agree an inventory of the quality and quantity delivered. The Company shall not be liable for any damage found on such inspection. If the Company in its reasonable opinion considers any of the Goods to be in an unsuitable condition or of the wrong quantity either on delivery or subsequently, the Company shall notify the Supplier, which shall promptly arrange the repair, remedy, correction or replacement of such Goods within 24 hours following the time of the Company’s so notifying the Supplier. If the Supplier has not fully repaired, remedied, corrected or replaced (as appropriate) such Goods by the expiry of such 24-hour period, the Company Buyer shall be entitled to enforce cancel the Company’s remedies under Clause 8 Order by means of a written notice, providing the Seller with a final term for the delivery which shall be at least 45 (Remedies)forty-five) working days after the estimated delivery date set forth in the Order confirmation of the Seller. 4.5 Unless otherwise specified5.4. In the event of delays in delivery due to any cause beyond the reasonable control of the Seller (including Force Majeure – as defined under clause 10 below – and delays caused by sub- contractors in manufacturing Products’ components), the Supplier Seller shall be entitled, at its sole option, either to postpone deliveries for a period equal to the period of duration of such cause or to terminate the Agreement if the above duration of the cause lasts for more than 45 (forty- five) working days. 5.5. The Seller shall be entitled to deliver the Products by means of partial lots, even if not expressly provided by the Order confirmation. Any delay in delivery or defect in any such lot shall not entitle the Buyer to cancel any other lot. 5.6. The Buyer must store the Products under the instructions specified by the Seller in its technical documentation, or as specified during a technical consultation performed for the Buyer. The Seller will not be responsible for installing, commissioning and decommissioning any loss or damage if the Goods, as applicableBuyer does not comply with the specified storage instructions. 4.6 The Company shall not be deemed to have accepted the Goods until it has had a reasonable period of time to inspect them following delivery or, if later, within a reasonable period of time after any latent defect in them has become apparent. 4.7 The Supplier shall give the Company prior written notice of the delivery under this Agreement of any Goods having a hazard to the health and safety of persons or property, identifying those hazards and giving full details of any precautions to be taken by the Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods.

Delivery. 4.1 (a) The Supplier shall deliver Goods will be delivered in the Supplies in accordance with quantities and on the instructions and date(s) specified in the Authorizing Document (or, an Order or as otherwise agreed to the extent that no date or timescale is specified, then within 14 days after the date of this Agreement or at such other time as the Company may approve in writing or reasonably requestby the parties (“Delivery Date”). Time Timely delivery of the Goods is of the essence for delivery essence. If Manufacturer fails to deliver the Goods in full on the Delivery Date, Buyer may at its option in its sole discretion, (i) terminate the Order immediately by providing written notice to Manufacturer or (ii) direct Manufacturer to use air or another expedited form of shipping with respect to the SuppliesGoods that will not be delivered by the Delivery Date. The Supplier shallRegardless of how ▇▇▇▇▇ decides to handle any Goods that will not be delivered by the Delivery Date, Manufacturer shall indemnify Buyer against any losses, claims, damages, and shall procure that reasonable costs and expenses attributable to Manufacturer's failure to deliver the Supplier Personnel shall, (without further liability to Goods on the Company) devote such of their time, attention and ability to the Supplies (including any overtime or additional shifts required) as may be necessary to meet those timescales. If there is any likelihood that the Supplier or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, then, without prejudice to any of the Company’s other rights or remedies, the Supplier shall promptly give the Company advance notice of the nature and effects of the circumstances in question and a best estimate of the duration of such circumstancesDelivery Date. 4.2 The Supplier shall ensure that: (a) any Goods are marked and delivered in accordance with the Company’s instructions and any applicable regulations or requirements of the carrier and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course; and (b) any delivery of Goods is accompanied by a delivery note which shows the Authorizing Document number, date of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered. 4.3 Unless otherwise agreed to in writing by Manufacturer and Buyer, Manufacturer will at Manufacturer’s cost and expense deliver the Company in writing, all Goods to the delivery point (each a “Buyer Warehouse”). All Goods shall be delivered packed for shipment according to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company. 4.4 The Company and▇▇▇▇▇’s instructions or, if applicablethere are no instructions, the Supplier shall inspect in a manner sufficient to ensure that the Goods as soon as practicable following delivery and agree an inventory of the quality and quantity delivered. The Company shall not be liable for any damage found on such inspection. If the Company in its reasonable opinion considers any of the Goods to be are delivered in an unsuitable condition or of the wrong quantity either on delivery or subsequently, the Company shall notify the Supplier, which shall promptly arrange the repair, remedy, correction or replacement undamaged condition. Manufacturer must provide Buyer prior written notice if Manufacturer requires Buyer to return any packaging material. Any return of such Goods within 24 hours following the time of the Company’s so notifying the Supplier. If the Supplier has not fully repaired, remedied, corrected or replaced (as appropriate) such Goods by the expiry of such 24-hour period, the Company packaging materials shall be entitled to enforce the Companymade at Manufacturer’s remedies under Clause 8 (Remedies). 4.5 Unless otherwise specified, the Supplier expense. Manufacturer shall be responsible for installing, commissioning all loading costs and decommissioning provide equipment and labor reasonably suited for receipt of the Goods, as applicableGoods at the Buyer Warehouse. 4.6 The Company (c) If Manufacturer delivers more than 20% or less than 20% the quantity of Goods ordered, Buyer may reject all or any of such Goods. Any such rejected Goods shall be returned to Manufacturer at Manufacturer's risk and expense. If ▇▇▇▇▇ does not be deemed to have accepted reject the Goods until it has had a reasonable period of time to inspect them following delivery or, if later, within a reasonable period of time after any latent defect in them has become apparent. 4.7 The Supplier shall give the Company prior written notice of the delivery under this Agreement of any Goods having a hazard to the health and safety of persons or property, identifying those hazards and giving full details of any precautions to be taken by the Company on instead accepts the delivery of such Goods and their subsequent storage at the increased or handling. The Supplier reduced quantity, the Price for the Goods shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating be adjusted on a pro-rata basis. (d) It is Manufacturer’s responsibility (to the possessionextent applicable): (1) to ensure all site preparation, use or onward supply foundations, pits and government permits are in order; (2) to remove the Goods from the shipping vessels (trucks, containers, other) at Buyer’s Warehouse; (3) to remove all packing materials and clean the parts; (4) to provide and install all equipment/foundation anchors according to Manufacturer instructions; (5) to handle all maintenance and operation of the Goodsparts; and (8) to provide all means that may be necessary, including but not limited to operator’s and machine manuals, safety standards, and adequate training and supervision to effectively protect ▇▇▇▇▇’s employees and others from bodily harm. Manufacturer is responsible to reimburse Buyer at standard service rates for any additional time and expenses spent due to inadequate site preparation and/or any delays regarding having the appropriate materials, personnel, installation equipment, utilities, and utility connections.