Common use of Delivery Clause in Contracts

Delivery. 9.1 Any Delivery Times quoted by OA for the Delivery of Goods are estimates only. OA will use reasonable endeavours to deliver the Goods to the Delivery Address on or before the Delivery Time specified in the Order. OA shall not be liable for any Claim or Loss by the Customer or any third party for a delay, inability or failure to effect a Delivery by the Delivery Time or at all. Any delay, inability or a failure by OA to effect a Delivery shall not entitle the Customer to treat this Agreement as repudiated by OA. 9.2 OA may notify the Customer of a new Delivery Time in the circumstances. 9.3 OA reserves the right to cancel an Order Confirmation at any time before or following the Delivery Time. OA shall not be liable for any Claim or Loss whatsoever arising from such cancellation. Provided the Customer is not at fault for the cancellation, OA will refund any deposit or monies paid by the Customer in relation to any invoice/s issued by OA in respect of the Order. 9.4 Any term relating to the quantity of Goods is not a fundamental term (or the essence) of this Agreement. OA reserves the right to make partial deliveries against an Order and to invoice each partial Delivery separately and the Customer cannot reject Goods on the basis of a partial Delivery. 9.5 Where Goods remain in the possession of OA after the Delivery Time (including where the Customer fails for whatever reason to take Delivery of the Goods), OA is entitled to charge the Customer for all Claims or Losses occasioned by the Customer in not accepting Delivery, together with any Claims or Losses in respect of the carriage, care and custody of the Goods. 9.6 Unless otherwise agreed in writing by OA, all Goods will be delivered to the Delivery Address. The Customer must ensure that it or its employees or agents are in attendance at the Delivery Address at the agreed time or agreed period to accept Delivery of the Goods and to acknowledge receipt upon the consignment note or invoice accompanying the Goods. The Customer warrants that the person who signs the delivery notice is authorised to receive the Goods on their behalf. 9.7 A quantity, description, date and place of Delivery, as indicated on OAs invoice or dispatch note, shall be referenced as evidence of quantity, description, date and place of Delivery of the Goods. 9.8 If the Customer fails to take Delivery of the Goods on the specified date, and the Order is returned to OA, a second delivery charge may be imposed. 9.9 OA may arrange for the storage and carriage of Goods by couriers, contractors or sub-contractors. Notwithstanding any specific instructions given by the Customer as to the mode of carriage of Goods, and in the exercise of its absolute discretion, OA may have Goods carried or forwarded by any method which it deems fit. 9.10 Unless otherwise agreed in writing by OA, the cost of freight of Goods from the OA warehouse shall be paid for by the Customer. 9.11 Unless otherwise specified in a Quote, Goods shall be packed in OA standard packing. The cost of any special packing and packing materials required by the Customer shall be at the Customer’s expense. 9.12 A fixed $21.50 surcharge will be payable on the shipment of any dangerous Goods within an Order or such other surcharge amount as OA may in it's absolute discretion determine is applicable to the Order as specified in the Order Confirmation. 9.13 A fixed surcharge will be payable for any special and/or custom Orders which alters the original products by slitting, cutting or any other alteration of the product as specified in the Order Confirmation. 9.14 Once the Goods are altered, no returns or cancellations will be accepted unless the Goods are deemed to be defective. 9.15 Where Orders are freighted on a pallet provided by OA, OA may apply a fixed pallet charge to this order based on the size of pallet required as specified in the Order Confirmation. Due to the dimensions and weight of pallet orders, OA may be required to have Goods carried by any method which it deems fit.

Appears in 2 contracts

Sources: Terms and Conditions of Sale, Terms and Conditions of Sale

Delivery. 9.1 Any Delivery Times quoted by OA for the 8.1 Delivery of the Goods are estimates only. OA will use reasonable endeavours shall take place at the time of dispatch or collection from the Vendor’s Premises unless the Vendor agrees in writing to deliver the Goods to the Customer’s Premises in which case Delivery Address on or before shall take place at the Delivery Time time of delivery to the Customer’s Premises. 8.2 If the Vendor agrees to deliver the Goods to the Customer’s Premises then the costs of delivery shall be in addition to the Price unless delivery is specified to be included in the OrderPrice. OA The Customer shall make all arrangements necessary to take possession of the Goods at the Customer’s Premises and if the Customer is unable to take delivery of the Goods the Vendor shall be entitled to charge a reasonable fee for re-delivery. 8.3 Delivery of the Goods to the Customer’s Premises is deemed to be delivery to the Customer. 8.4 If the Vendor delivers Goods to the Customer then unless delivery is included in the Price of the Goods the delivery fee shall be invoiced by the Vendor and paid for by the Customer in accordance with the provisions in these Terms and Conditions of Trade. 8.5 The Vendor may at its discretion charge the Customer for delivery costs incurred by the Carrier and these charges may be subject to change. 8.6 The Vendor shall not be liable for any Claim loss or Loss damage caused by the Customer or any third party for a delay, inability or failure to effect a Delivery by deliver the Delivery Time Goods, whether on time or at all. Any delayThe Carrier is responsible for any loss, inability damage or a failure by OA to effect a Delivery shall not entitle deliver the Customer Goods, however the Vendor will at its discretion agree to treat this Agreement as repudiated by OAreplace lost or damaged goods, with the same or similar goods, regardless of the time taken to recover costs from the Carrier. 9.2 OA may notify 8.7 Time shall in no case be of the Customer of a new Delivery Time in the circumstances. 9.3 OA reserves the right to cancel an Order Confirmation at any time before or following the Delivery Time. OA shall not be liable for any Claim or Loss whatsoever arising from such cancellation. Provided the Customer is not at fault for the cancellation, OA will refund any deposit or monies paid by the Customer in relation to any invoice/s issued by OA essence in respect of the Order. 9.4 Any term relating to the quantity delivery of Goods is not a fundamental term (or the essence) provision of this AgreementServices. OA reserves The Vendor shall not be responsible for any delay in the right to make partial deliveries against an Order and to invoice each partial Delivery separately delivery of Goods or the provision of Services and the Customer canshall not reject Goods on the basis of a partial Delivery. 9.5 Where Goods remain in the possession of OA after the Delivery Time (including where the Customer fails for whatever reason to take Delivery of the Goods), OA is be entitled to charge the Customer cancel orders because of any such delay. Dates for all Claims or Losses occasioned by the Customer in not accepting Delivery, together with any Claims or Losses in respect delivery of the carriage, care and custody of the Goods. 9.6 Unless otherwise agreed in writing by OA, all Goods will be delivered to the Delivery Address. The Customer must ensure that it or its employees or agents are in attendance at the Delivery Address at the agreed time or agreed period to accept Delivery of the Goods and provision of Services are given in good faith and are not to acknowledge receipt upon the consignment note be treated as a condition of sale or invoice accompanying the Goodspurchase. The Customer warrants that the person who signs the delivery notice is authorised to receive the Goods on their behalf. 9.7 A quantity, description, date and place of Delivery, as indicated on OAs invoice or dispatch note, shall be referenced as evidence of quantity, description, date and place of Delivery of the Goods. 9.8 If the Customer fails to take Delivery of the Goods on the specified date, and the Order is returned to OA, a second delivery charge may be imposed. 9.9 OA may arrange for the storage and carriage of Goods by couriers, contractors or sub-contractors. Notwithstanding any specific instructions given by the Customer as Vendor to the mode of carriage of Goods, and in the exercise of its absolute discretion, OA may have Goods carried or forwarded by any method which it deems fit. 9.10 Unless otherwise agreed in writing by OA, the cost of freight of Goods from the OA warehouse shall a Carrier is deemed to be paid for by delivery to the Customer. 9.11 Unless otherwise specified in a Quote, Goods shall be packed in OA standard packing. The cost of any special packing and packing materials required by the Customer shall be at the Customer’s expense. 9.12 A fixed $21.50 surcharge will be payable on the shipment of any dangerous Goods within an Order or such other surcharge amount as OA may in it's absolute discretion determine is applicable to the Order as specified in the Order Confirmation. 9.13 A fixed surcharge will be payable for any special and/or custom Orders which alters the original products by slitting, cutting or any other alteration of the product as specified in the Order Confirmation. 9.14 Once the Goods are altered, no returns or cancellations will be accepted unless the Goods are deemed to be defective. 9.15 Where Orders are freighted on a pallet provided by OA, OA may apply a fixed pallet charge to this order based on the size of pallet required as specified in the Order Confirmation. Due to the dimensions and weight of pallet orders, OA may be required to have Goods carried by any method which it deems fit.

Appears in 2 contracts

Sources: Supply Agreement, Supply Agreement

Delivery. 9.1 Any Delivery Times quoted by OA for relies on prompt receipt of all payments, forms and proofs. It is the Delivery Buyer’s responsibility to send/return these in good time. 9.2 The Seller aims to dispatch an order 20 working days from receipt of the final proof. The Consumer Rights Act states that legally there is a default delivery period of 30 days during which the Seller needs to deliver the goods to the Buyer unless the Buyer has been notified of a longer timescale. If the Goods are estimates only. OA not delivered within this time, a full refund will be given. 9.3 No specific delivery date can be agreed unless in writing from the Seller. 9.4 The Seller shall use its reasonable endeavours to deliver meet any (non default) date agreed for delivery. In any event that delivery shall not be made by the Goods to agreed date the Delivery Address on or before the Delivery Time specified in the Order. OA Seller shall not be liable for any Claim losses, costs, damages or Loss expenses incurred by the Customer Buyer or any third third-party for a delay, inability arising directly or indirectly out of any failure to effect a Delivery by the Delivery Time or at all. Any delay, inability or a failure by OA to effect a Delivery shall not entitle the Customer to treat this Agreement as repudiated by OA. 9.2 OA may notify the Customer of a new Delivery Time in the circumstances. 9.3 OA reserves the right to cancel an Order Confirmation at any time before or following the Delivery Time. OA shall not be liable for any Claim or Loss whatsoever arising from such cancellation. Provided the Customer is not at fault for the cancellation, OA will refund any deposit or monies paid by the Customer in relation to any invoice/s issued by OA in respect of the Order. 9.4 Any term relating to the quantity of Goods is not a fundamental term (or the essence) of this Agreement. OA reserves the right to make partial deliveries against an Order and to invoice each partial Delivery separately and the Customer cannot reject Goods on the basis of a partial Deliverymeet said delivery date. 9.5 Where Goods remain in The Seller is not responsible for delayed delivery due to circumstances beyond our control such as postal strikes or postal errors. If the possession Seller is aware of OA after a problem the Delivery Time (including where the Customer fails for whatever reason to take Delivery of the Goods), OA is entitled to charge the Customer for all Claims or Losses occasioned by the Customer in not accepting Delivery, together with any Claims or Losses in respect of the carriage, care and custody of the GoodsBuyer will be contacted immediately. 9.6 Unless otherwise agreed in writing by OA, all Goods will be delivered to the Delivery Address. The Customer must ensure that it or its employees or agents are in attendance at the Delivery Address at the agreed time or agreed period to accept Delivery of the Goods shall be made to the Buyer's address specified on the order form and to acknowledge receipt upon the consignment note or invoice accompanying the Goodsorder confirmation email. The Customer warrants that Buyer shall make all the person who signs arrangements necessary to take delivery of the Goods whenever they are tendered for delivery. Once the first delivery notice attempt has been made, redelivery of the Goods is authorised the responsibility of the Buyer. The seller is not liable for any costs incurred if the Buyer is not able to take delivery at the time any delivery attempts are made. 9.7 The Consumer Rights Act means the Seller is responsible for the condition of the goods until the goods are received by the Buyer, or by someone else you have nominated to receive the Goods them on their behalf. 9.7 A quantity, description, date and place of Delivery, as indicated on OAs invoice or dispatch note, shall be referenced as evidence of quantity, description, date and place of Delivery of the Goods. 9.8 . If the Customer fails Goods arrived damaged, the Buyer is entitled to take Delivery of the Goods on the specified date, and the Order is replacements only. These goods must be returned to OAthe Seller, a second delivery charge may postage costs will be imposed. 9.9 OA may arrange for the storage and carriage of Goods by couriers, contractors or sub-contractors. Notwithstanding any specific instructions given covered by the Customer as to the mode of carriage of Goods, and in the exercise of its absolute discretion, OA may have Goods carried or forwarded by any method which it deems fitSeller. 9.10 Unless otherwise agreed in writing by OA, the cost of freight of Goods from the OA warehouse shall be paid for by the Customer. 9.11 Unless otherwise specified in a Quote, Goods shall be packed in OA standard packing. The cost of any special packing and packing materials required by the Customer shall be at the Customer’s expense. 9.12 A fixed $21.50 surcharge will be payable on the shipment of any dangerous Goods within an Order or such other surcharge amount as OA may in it's absolute discretion determine is applicable to the Order as specified in the Order Confirmation. 9.13 A fixed surcharge will be payable for any special and/or custom Orders which alters the original products by slitting, cutting or any other alteration of the product as specified in the Order Confirmation. 9.14 Once the Goods are altered, no returns or cancellations will be accepted unless the Goods are deemed to be defective. 9.15 Where Orders are freighted on a pallet provided by OA, OA may apply a fixed pallet charge to this order based on the size of pallet required as specified in the Order Confirmation. Due to the dimensions and weight of pallet orders, OA may be required to have Goods carried by any method which it deems fit.

Appears in 2 contracts

Sources: Terms and Conditions, Terms and Conditions

Delivery. 9.1 Any Delivery Times quoted a) Unless otherwise agreed, where the PURCHASER has nominated an address for delivery, the SUPPLIER must deliver the goods to that nominated address. b) The SUPPLIER bears responsibility for unloading goods at the point for delivery nominated by OA the PURCHASER. c) The PURCHASER will provide adequate and proper facilities for the Delivery reception and storage of Goods are estimates only. OA will use reasonable endeavours to deliver goods and warrants that those facilities comply with all relevant statutes or regulations, including health and safety regulations, and that all necessary permits and licenses have been obtained for the Goods to storage of the Delivery Address on or before the Delivery Time specified in the Order. OA shall not be liable for any Claim or Loss by the Customer or any third party for a delay, inability or failure to effect a Delivery by the Delivery Time or at all. Any delay, inability or a failure by OA to effect a Delivery shall not entitle the Customer to treat this Agreement as repudiated by OAgoods. 9.2 OA may notify the Customer of a new Delivery Time in the circumstances. 9.3 OA reserves the right to cancel an Order Confirmation at any time before or following the Delivery Time. OA shall not be liable for any Claim or Loss whatsoever arising from such cancellation. Provided the Customer is not at fault for the cancellation, OA will refund any deposit or monies paid by the Customer in relation to any invoice/s issued by OA in respect of the Order. 9.4 Any term relating to the quantity of Goods is not a fundamental term (or the essenced) of this Agreement. OA reserves the right to make partial deliveries against an Order and to invoice each partial Delivery separately and the Customer cannot reject Goods on the basis of a partial Delivery. 9.5 Where Goods remain in the possession of OA after the Delivery Time (including where the Customer fails for whatever reason to take Delivery of the Goods), OA is entitled to charge the Customer for all Claims or Losses occasioned by the Customer in not accepting Delivery, together with any Claims or Losses in respect of the carriage, care and custody of the Goods. 9.6 Unless otherwise agreed in writing by OA, all Goods will be goods are delivered to the Delivery Address. The Customer must ensure that nominated, the SUPPLIER shall be deemed to have delivered the goods in accordance with the Agreement if it obtains a receipt or its employees or agents are in attendance at signed delivery docket for the Delivery Address at the agreed time or agreed period goods from a person authorised to accept Delivery the goods on behalf of the Goods PURCHASER. e) If the nominated address is unattended or if delivery cannot otherwise be effected or the goods cannot be dispatched due to any act, matter or thing beyond the control of the SUPPLIER, the SUPPLIER must promptly advise the PURCHASER and deliver the goods in accordance with the directions of the PURCHASER. f) If the parties agree in writing, the SUPPLIER may supply goods and/or services in instalments and these Terms & Conditions of Sale shall apply to acknowledge receipt each and every supply of goods and/or services. g) The SUPPLIER must deliver the goods by the date for supply of goods and/or services agreed between SUPPLIER and the PURCHASER. h) The SUPPLIER must immediately give written notice to the PURCHASER upon the consignment note or invoice accompanying the Goods. The Customer warrants becoming aware that the person who signs an event may cause a delay to the delivery notice is authorised to receive of goods by the Goods on their behalfdate of supply of goods and/or services. 9.7 A quantityi) Subject to clause 10, description, date and place the SUPPLIER must compensate the PURCHASER for any reasonable costs or expenses incurred as a result of Delivery, as indicated on OAs invoice or dispatch note, shall be referenced as evidence of quantity, description, date and place of Delivery a delay in the delivery of the Goodsgoods and/or services. 9.8 If the Customer fails to take Delivery of the Goods on the specified date, and the Order is returned to OA, a second delivery charge may be imposed. 9.9 OA may arrange for the storage and carriage of Goods by couriers, contractors or sub-contractors. Notwithstanding any specific instructions given by the Customer as to the mode of carriage of Goods, and in the exercise of its absolute discretion, OA may have Goods carried or forwarded by any method which it deems fit. 9.10 Unless otherwise agreed in writing by OA, the cost of freight of Goods from the OA warehouse shall be paid for by the Customer. 9.11 Unless otherwise specified in a Quote, Goods shall be packed in OA standard packing. The cost of any special packing and packing materials required by the Customer shall be at the Customer’s expense. 9.12 A fixed $21.50 surcharge will be payable on the shipment of any dangerous Goods within an Order or such other surcharge amount as OA may in it's absolute discretion determine is applicable to the Order as specified in the Order Confirmation. 9.13 A fixed surcharge will be payable for any special and/or custom Orders which alters the original products by slitting, cutting or any other alteration of the product as specified in the Order Confirmation. 9.14 Once the Goods are altered, no returns or cancellations will be accepted unless the Goods are deemed to be defective. 9.15 Where Orders are freighted on a pallet provided by OA, OA may apply a fixed pallet charge to this order based on the size of pallet required as specified in the Order Confirmation. Due to the dimensions and weight of pallet orders, OA may be required to have Goods carried by any method which it deems fit.

Appears in 2 contracts

Sources: Supplier Agreement, Supplier Agreement

Delivery. 9.1 Any Delivery Times quoted 5.1 Unless otherwise agreed in writing by OA for the Company, delivery shall be deemed to take place when the Goods are made available by the Company at the Delivery of Goods Point, for collection by the Customer or its carrier at the Company’s premises (“Delivery”). 5.2 Any and all dates and periods specified by the Company for Delivery are estimates onlyonly and do not constitute fixed times for delivery. OA Delivery shall not be of the essence of the Contract and shall not be made of the essence by notice. The Company shall have no liability for any damages, losses, costs or expenses whatsoever or in connection with the failure by the Company to meet any delivery times specified in the Order. The Customer shall have no right to cancel an order for a failure of the Company to meet any delivery times. 5.3 The Company will use endeavor to comply with any reasonable endeavours request by the Customer for postponement of Delivery but shall be under no obligation to do so and the Customer is obliged to take Delivery at such date and time as specified by the Company. Where postponement is agreed by the Company in writing the Customer shall, if required, pay all costs and expenses including a reasonable charge for storage occasioned thereby and any costs incurred by the Company in relation to any insurance payments reasonably made by it. The Company reserves the right to deliver the Goods to the Customer in partial shipments. Where the Goods are delivered in partial shipments, each Delivery Address on shall constitute a separate contract and failure by the Company to deliver any one or before more of the Delivery Time specified partial shipments in the Order. OA shall not be liable for accordance with these Terms or any Claim or Loss claim by the Customer in respect of any one or any third party for a delay, inability or failure to effect a Delivery by the Delivery Time or at all. Any delay, inability or a failure by OA to effect a Delivery more installments shall not entitle the Customer to treat this Agreement the Contract as repudiated by OAa whole as repudiated. 9.2 OA may notify 5.4 The date for Delivery shall in every case be dependent upon prompt receipt of all necessary information, final instructions or approvals from the Customer. 5.5 If the Customer is ordering Goods for Delivery outside of a new Delivery Time in the circumstances. 9.3 OA reserves country of manufacture by the right Company, such Goods may be subject to cancel an Order Confirmation at any time before or following import duties and taxes which are levied when the Delivery TimeGoods reach the specified destination. OA shall The Customer will be responsible for payment of such import duties and taxes. The Customer will comply with all laws and regulations of the country for which the Goods are destined and the Company will not be liable for any Claim or Loss whatsoever arising from such cancellation. Provided the Customer is not at fault for the cancellation, OA will refund any deposit or monies paid by the Customer in relation to any invoice/s issued by OA in respect breach of the Orderthose laws. 9.4 Any term relating 5.6 The Customer shall (and shall procure that its sub‐ contractors and agents shall): (a) Strictly follow all instructions and installation materials related to the quantity of Goods is and not a fundamental term make any alteration, modification or addition to the Goods or packaging (or the essence) of this Agreement. OA reserves the right to make partial deliveries against an Order and to invoice each partial Delivery separately and the Customer cannot reject Goods on the basis of a partial Delivery. 9.5 Where Goods remain in the possession of OA after the Delivery Time (including where the Customer fails for whatever reason to take Delivery any alteration of the Goods), OA is entitled to charge the Customer for all Claims or Losses occasioned by the Customer in not accepting Deliveryuse of non‐approved parts, together products or packaging with any Claims or Losses in respect of the carriage, care and custody of the Goods. 9.6 Unless otherwise agreed in writing by OA, all Goods will be delivered to the Delivery Address. The Customer must ensure that it or its employees or agents are in attendance at the Delivery Address at the agreed time or agreed period to accept Delivery of the Goods and to acknowledge receipt upon the consignment note or invoice accompanying the Goods. The Customer warrants that the person who signs the delivery notice is authorised to receive the Goods on their behalf. 9.7 A quantity, description, date and place of Delivery, as indicated on OAs invoice or dispatch note, shall be referenced as evidence a material breach of quantity, description, date these Terms and place of Delivery of voids any warranties made by the Company for the Goods). 9.8 If the Customer fails to take Delivery of the Goods on the specified date, and the Order is returned to OA, a second delivery charge may be imposed. 9.9 OA may arrange for the storage and carriage of Goods by couriers, contractors or sub-contractors. Notwithstanding any specific instructions given by the Customer as to the mode of carriage of Goods, and in the exercise of its absolute discretion, OA may have Goods carried or forwarded by any method which it deems fit. 9.10 Unless otherwise agreed in writing by OA, the cost of freight of Goods from the OA warehouse shall be paid for by the Customer. 9.11 Unless otherwise specified in a Quote, Goods shall be packed in OA standard packing. The cost of any special packing and packing materials required by the Customer shall be at the Customer’s expense. 9.12 A fixed $21.50 surcharge will be payable on the shipment of any dangerous Goods within an Order or such other surcharge amount as OA may in it's absolute discretion determine is applicable to the Order as specified in the Order Confirmation. 9.13 A fixed surcharge will be payable for any special and/or custom Orders which alters the original products by slitting, cutting or any other alteration of the product as specified in the Order Confirmation. 9.14 Once the Goods are altered, no returns or cancellations will be accepted unless the Goods are deemed to be defective. 9.15 Where Orders are freighted on a pallet provided by OA, OA may apply a fixed pallet charge to this order based on the size of pallet required as specified in the Order Confirmation. Due to the dimensions and weight of pallet orders, OA may be required to have Goods carried by any method which it deems fit.

Appears in 2 contracts

Sources: Standard Terms of Sale, Standard Terms of Sale

Delivery. 9.1 Any Delivery Times quoted 2.1 Time for delivery is given as accurately as possible but is not guaranteed. The Customer shall have no right to damages or to cancel the order for failure for any cause to meet any delivery time stated. 2.2 In cases where the Customer requests delivery to a specific site, the onus is on the Customer to ensure that the goods have been delivered before incurring site costs. 2.3 The date of delivery shall in every case be dependent upon prompt receipt of all necessary information, final instructions or approvals from the Customer. Alterations by OA the Customer in design specifications or quantities required may result in delay in delivery. 2.4 The Company will endeavour to comply with reasonable requests by the Customer for postponement of delivery but shall be under no obligation to do so. W here delivery is postponed otherwise than due to default by the Company the Customer shall pay all costs and expenses including a reasonable charge for storage and transportation occasioned thereby and the Company shall be entitled to invoice the expenses incurred from the postponement by the Customer together with the Goods' price in accordance with these Conditions. 2.5 Where the Company accepts an order for the Delivery supply of Goods are estimates only. OA will use reasonable endeavours to deliver be called off by the Customer over a period then unless otherwise agreed by the Company in writing, such call offs must be made so as to complete delivery of all Goods within three (3) months from the date of the Customer’s order. 2.6 The Customer is responsible in all cases for unloading the delivery vehicle and shall be responsible for all loss of or damage to the Goods during the course of such unloading. 2.7 A delivery note or notes for the Company must be signed on receipt of the Goods and the Customer shall provide the signed receipt of the Goods to the Delivery Address on or before Company not later than three (3) working days. 2.8 The Company shall have the Delivery Time specified right to make delivery by instalments and in the Orderthat event each delivery shall stand as a separate contract. OA shall not be liable for Failure to make any Claim or Loss by the Customer or any third party for a delay, inability or failure to effect a Delivery by the Delivery Time or at all. Any delay, inability or a failure by OA to effect a Delivery instalment delivery shall not entitle the Customer to treat this Agreement as repudiated by OArepudiate either that separate contract or the whole contract. 9.2 OA may notify 2.9 Where delivery is made by the Company to the Customer’s premises the Customer will ensure the provision to the Company of a new Delivery Time full and adequate access to the point at which delivery is to take place and all other facilities and services necessary to enable the Company to deliver in accordance with the circumstances. 9.3 OA reserves the right to cancel an Order Confirmation at any time before or following the Delivery TimeCustomer’s requirements. OA shall not be liable for any Claim or Loss whatsoever arising from such cancellation. Provided the Customer is not at fault for the cancellation, OA will refund any deposit or monies paid by the Customer in relation to any invoice/s issued by OA in respect The decision of the Order. 9.4 Any term relating to the quantity of Goods is not a fundamental term (or the essence) of this Agreement. OA reserves the right to make partial deliveries against an Order and to invoice each partial Delivery separately and the Customer cannot reject Goods on the basis of a partial Delivery. 9.5 Where Goods remain in the possession of OA after the Delivery Time (including where the Customer fails for whatever reason to take Delivery of the Goods), OA is entitled to charge the Customer for all Claims or Losses occasioned by the Customer in not accepting Delivery, together with any Claims or Losses in respect of the carriage, care and custody of the Goods. 9.6 Unless otherwise agreed in writing by OA, all Goods will be delivered to the Delivery Address. The Customer must ensure that it or its employees or agents are in attendance at the Delivery Address at the agreed time or agreed period to accept Delivery of the Goods and to acknowledge receipt upon the consignment note or invoice accompanying the Goods. The Customer warrants that the person who signs the delivery notice is authorised to receive the Goods on their behalf. 9.7 A quantity, description, date and place of Delivery, as indicated on OAs invoice or dispatch note, shall be referenced as evidence of quantity, description, date and place of Delivery of the Goods. 9.8 If the Customer fails to take Delivery of the Goods on the specified date, and the Order is returned to OA, a second delivery charge may be imposed. 9.9 OA may arrange for the storage and carriage of Goods by couriers, contractors or sub-contractors. Notwithstanding any specific instructions given by the Customer Company’s representative as to the mode nearest point of carriage accessibility to the Customer’s works shall be accepted as final and shall be deemed to be the point of Goods, and in the exercise of its absolute discretion, OA may have Goods carried or forwarded by any method which it deems fitdelivery. 9.10 Unless otherwise agreed in writing 2.10 The Company accepts no responsibility for damage of any kind caused by OA, its transport to any access road or to the cost place of freight delivery but the making good of Goods from any damage to such transport by defective approaches to the OA warehouse place of delivery shall be charged to and paid for by the Customer. 9.11 2.11 Unless otherwise specified expressly agreed, any packaging supplied by the Company is intended to be only sufficient to protect the Goods for all normal conditions of transit and for the normal period of transit only. 2.12 All expenses in a Quote, relation to the delivery of Goods from the Company’s premises to the place of delivery shall be packed borne Customer unless agreed otherwise in OA standard packing. The cost of any special packing and packing materials required by the Customer shall be at the Customer’s expensewriting. 9.12 A fixed $21.50 surcharge will be payable on the shipment of any dangerous Goods within an Order or such other surcharge amount as OA may in it's absolute discretion determine is applicable to the Order as specified in the Order Confirmation. 9.13 A fixed surcharge will be payable for any special and/or custom Orders which alters the original products by slitting, cutting or any other alteration of the product as specified in the Order Confirmation. 9.14 Once the Goods are altered, no returns or cancellations will be accepted unless the Goods are deemed to be defective. 9.15 Where Orders are freighted on a pallet provided by OA, OA may apply a fixed pallet charge to this order based on the size of pallet required as specified in the Order Confirmation. Due to the dimensions and weight of pallet orders, OA may be required to have Goods carried by any method which it deems fit.

Appears in 2 contracts

Sources: Terms and Conditions of Sale, General Terms and Conditions

Delivery. 9.1 Any The Supplier shall ensure that: the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition; and each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the Order number (if any), the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and it is available at the request of the Customer outside normal business hours, in order to address the requirements of any emergency in a timely fashion. The Supplier shall deliver the ordered Goods to the location as specified in the applicable Order or as instructed by the Customer. The Supplier shall deliver the ordered Goods [on the date specified in the applicable Order / in accordance with the lead times specified in Schedule 1] [select applicable wording] or as instructed by the Customer. Delivery Times quoted shall be made during the Customer’s usual business hours unless otherwise agreed. Time shall be of the essence in respect of this Clause 8. If the Supplier fails to comply with the time requirement referred to in Clause 8.5 the Customer, without prejudice to its other rights under the Contract, shall be under no obligation to make payment in respect of any Goods which are not accepted. [Option 1: Delivery of the Goods shall take place on the completion of the physical transfer of the Goods from the Supplier or its agents to the Customer or its agents at the delivery address as set out in the Order. Title and risk in the goods will pass to the Customer on completion of delivery of the Goods.] [Option 2: Delivery and transfer of title and risk in the Goods (including, without limitation, the risk of deterioration in transit) shall pass to the Customer in accordance with the relevant provision of Incoterms identified in the Purchase Order Form.] The Customer shall not be deemed to have accepted any Goods until the Customer has had reasonable time to inspect them following delivery or, if later, within a reasonable time after any latent defect in the Goods has become apparent. Signature of a delivery note shall not constitute or imply acceptance by OA the Customer. [Option 1: The Customer shall not be obliged to return to the Supplier any packaging or packing materials for the Delivery of Goods, whether or not any Goods are estimates onlyaccepted by the Customer.] OR [Option 2: The Supplier shall specify in the delivery note if packaging or packing materials are required to be returned. OA All packaging and packing materials shall be returned at the cost of the Supplier.] Where the Order is for Goods which are time sensitive or perishable, [Schedule 3 (Payment Terms) / the Purchase Order Form] shall include appropriate consequences for delay. [Delete entire clause if not applicable, or else amend as required. Any financial consequences for breach (e.g. liquidated damages) should be proportionate to the customer’s legitimate business interest so that the liquidated damages will use reasonable endeavours not be deemed to deliver be a penalty] Customer Remedies If the Goods are not delivered in accordance with the applicable Contract or if following inspection or testing the Customer considers that the Goods do not conform or are unlikely to comply with the Supplier's undertakings at Clause 7.2, whether or not it has accepted, acknowledged receipt or paid for the Goods, the Customer may exercise any one or more of the following remedies: to terminate the Agreement or the applicable Contract; to reject the Goods (in whole or in part); to require the Supplier to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods (if paid); to refuse to accept any subsequent delivery of the Goods which the Supplier attempts to make; to recover from the Supplier any costs incurred by the Customer in obtaining substitute goods from a third party; and to claim damages for any other costs, loss or expenses incurred by the Customer which are in any way attributable to the Supplier's failure to carry out its obligations under the Contract including storage costs. If any Goods are so rejected, the property and risk shall immediately revert to the Supplier and the Supplier shall arrange for and bear the risk and expenses associated with the destruction or return of the rejected Goods. Warranties The Supplier warrants to the Customer that: it has all authorisations from all relevant third parties to enable it to supply the Goods without infringing any applicable law, regulation, code or practice or any third party’s rights and has all necessary internal authorisations to approve the execution and performance under the Agreement and/or any Contract and will produce evidence of that action to the Customer on its request; it will ensure that the Customer is made aware of all relevant requirements of any applicable law, regulation or code of practice which applies or is relevant to the supply of the Goods to the Delivery Address Customer; information in written or electronic format supplied by, or on behalf of, the Supplier to the Customer at any stage during the tender process, the negotiation process, the due diligence process or before the Delivery Time specified term of the Agreement was complete and accurate in all material respects at the Order. OA shall time it was supplied, and any amendments or changes to the previously supplied information will be provided to the Customer without delay; the Supplier, and all of its directors, officers, employees, affiliates, agents, suppliers and subcontractors, are not be liable for themselves, and are not or owned or controlled by any Claim party that is, targeted by any Sanctions and Export Control Laws; and the Supplier is not aware of, and does not have any reason to suspect, any breach of Clause 12, and it is not aware and does not have any reason to suspect that performance of this Contract would put either party at risk of breaching any Sanctions and Export Control Laws; it will not and will procure that none of its employees will accept any commission, gift, inducement or Loss by other financial benefit from any supplier or potential supplier of the Customer; and none of its directors or officers or any of the employees of the Supplier has any interest in any other supplier or potential supplier of the Customer or is a party to, or are otherwise interested in, any third party for other transaction or arrangement with the Customer. In case of any situation constituting or likely to lead to a delaybreach of a warranty in Clause 10.1 during the term of the Agreement, inability or failure to effect a Delivery by the Delivery Time or at all. Any delay, inability or a failure by OA to effect a Delivery shall not entitle the Customer to treat this Agreement as repudiated by OA. 9.2 OA may Supplier shall: notify the Customer in writing and without delay of a new Delivery Time in such breach; and take all necessary steps to rectify this situation including replacement of the circumstances. 9.3 OA relevant Goods where appropriate. The Customer reserves the right to cancel an verify that the measures taken are appropriate and to request additional steps are taken within a specified time period. Failure to implement the requested measures may lead to the termination of the Agreement and/or any Contract. These rights are without prejudice to the Customer’s rights in Clause 19. Key contacts and service reviews The relevant contacts are as follows: Customer Contact Supplier Contact First contact Name: [**] Title: [**] Email address: [**] Tel: [**] Name: [**] Title: [**] Email address: [**] Tel: [**] Second contract Name: [**] Title: [**] Email address: [**] Tel: [**] Name: [**] Title: [**] Email address: [**] Tel: [**] Purchase Order Confirmation at any time before or following the Delivery Time. OA shall not Forms may only be liable for any Claim or Loss whatsoever arising from such cancellation. Provided the Customer is not at fault for the cancellation, OA will refund any deposit or monies paid by the Customer in relation to any invoice/s issued by OA a person named in respect of the Order. 9.4 Any term relating this Agreement as a Customer Contact [or identified to the quantity of Goods is not a fundamental term (or the essence) of this Agreement. OA Supplier as an authorised delegate in writing / in Schedule 3.] [Include optional wording if applicable and amend] The Customer reserves the right to make partial deliveries against an Order and to invoice each partial Delivery separately and the Customer cannot reject Goods on the basis of conduct a partial Delivery. 9.5 Where Goods remain in the possession of OA after the Delivery Time (including where the Customer fails for whatever reason to take Delivery formal review of the Goods), OA is entitled to charge the Customer for all Claims or Losses occasioned by the Customer in not accepting Delivery, together with any Claims or Losses in respect Agreement after 12 months. The Parties shall carry out regular reviews of the carriage, care and custody Agreement every [insert frequency of the Goods. 9.6 Unless review meetings] months or as otherwise agreed in writing by OA, all Goods will be delivered to the Delivery Addressagreed. The Customer must ensure that it or its employees or agents are review meetings shall comprise the Contacts named in attendance at the Delivery Address at the agreed time or agreed period to accept Delivery of the Goods and to acknowledge receipt upon the consignment note or invoice accompanying the Goods. The Customer warrants that the person who signs the delivery notice is authorised to receive the Goods on their behalfthis Clause 11. 9.7 A quantity, description, date and place of Delivery, as indicated on OAs invoice or dispatch note, shall be referenced as evidence of quantity, description, date and place of Delivery of the Goods. 9.8 If the Customer fails to take Delivery of the Goods on the specified date, and the Order is returned to OA, a second delivery charge may be imposed. 9.9 OA may arrange for the storage and carriage of Goods by couriers, contractors or sub-contractors. Notwithstanding any specific instructions given by the Customer as to the mode of carriage of Goods, and in the exercise of its absolute discretion, OA may have Goods carried or forwarded by any method which it deems fit. 9.10 Unless otherwise agreed in writing by OA, the cost of freight of Goods from the OA warehouse shall be paid for by the Customer. 9.11 Unless otherwise specified in a Quote, Goods shall be packed in OA standard packing. The cost of any special packing and packing materials required by the Customer shall be at the Customer’s expense. 9.12 A fixed $21.50 surcharge will be payable on the shipment of any dangerous Goods within an Order or such other surcharge amount as OA may in it's absolute discretion determine is applicable to the Order as specified in the Order Confirmation. 9.13 A fixed surcharge will be payable for any special and/or custom Orders which alters the original products by slitting, cutting or any other alteration of the product as specified in the Order Confirmation. 9.14 Once the Goods are altered, no returns or cancellations will be accepted unless the Goods are deemed to be defective. 9.15 Where Orders are freighted on a pallet provided by OA, OA may apply a fixed pallet charge to this order based on the size of pallet required as specified in the Order Confirmation. Due to the dimensions and weight of pallet orders, OA may be required to have Goods carried by any method which it deems fit.

Appears in 2 contracts

Sources: Framework Agreement for the Supply of Goods, Framework Agreement for the Supply of Goods

Delivery. 9.1 Any Delivery Times quoted by OA for the Delivery of Goods are estimates only. OA (a) The Company will use reasonable endeavours to deliver the Goods to at the Delivery Address on time and date for delivery specified by the Company. However, the Company has no liability whatsoever (including, without limitation, indirect or before the Delivery Time specified in the Order. OA shall not be liable consequential loss or damage or for any Claim loss of profit (or Loss by any other form of economic loss)) that arise as a result of any delayed delivery. The Customer acknowledges that the Company accepts no liability for any claims or losses arising from its failure to meet the delivery date. Delayed delivery does not invalidate the contract or subject the Company to any penalty and the Customer or will accept the Goods when delivered and pay the Contract Price notwithstanding any third party for a such delay, inability or failure to effect a Delivery by the Delivery Time or at all. Any delay, inability or a failure by OA to effect a Delivery shall not entitle the Customer to treat this Agreement as repudiated by OA. 9.2 OA may notify (b) The Customer (or their authorised representative) must be present at the Customer time and place of a new Delivery Time the delivery, will fully inspect the Goods and verify their general condition and repair, and by placing their signature on an Acrow-approved document acknowledge that it has fully inspected and accepted the Goods in good condition and repair. Failure to inspect and confirm, in no way limits the circumstances. 9.3 OA reserves the right to cancel an Order Confirmation at any time before or following the Delivery Time. OA shall not be liable for any Claim or Loss whatsoever arising from such cancellation. Provided the Customer is not at fault for the cancellation, OA will refund any deposit or monies paid by the Customer in relation to any invoice/s issued by OA Customer’s liabilities in respect of the Ordercontract and/or these terms. 9.4 Any term relating (c) Unless otherwise agreed the Customer must take delivery of the Goods at the Company’s Premises. If the Company arranges delivery of the Goods to the quantity location specified by the Customer, the cost of Goods such delivery will be charged to the Customer and unless the Contract Price specifically includes transport those costs are in addition to the Contract Price. (d) Delivery is deemed to have been effected: (i) where the Company does not a fundamental term arrange delivery, upon the Customer (or its authorised representative) taking possession of the essenceGoods at the Company’s Premises; (ii) of this Agreement. OA reserves where the right Company arranges delivery, upon the Goods being delivered to make partial deliveries against an Order the location specified by the Customer; or (iii) upon the date the Goods are due and to invoice each partial Delivery separately available for delivery and the Customer cannot reject Goods on the basis Company is willing and able to effect delivery, regardless of a partial Delivery. 9.5 Where Goods remain in the possession of OA after the Delivery Time (including where whether the Customer fails for whatever reason to take Delivery of the Goods), OA is entitled to charge the Customer for all Claims takes or Losses occasioned by the Customer in not accepting Delivery, together with any Claims or Losses in respect of the carriage, care and custody accepts delivery of the Goods. 9.6 Unless otherwise agreed in writing by OA, all Goods will be delivered to the Delivery Address. The Customer must ensure that it or its employees or agents are in attendance at the Delivery Address at the agreed time or agreed period to accept Delivery of (e) Where the Goods are available and to acknowledge receipt upon the consignment note or invoice accompanying the Goods. The Customer warrants that the person who signs the due for delivery notice is authorised to receive the Goods on their behalf. 9.7 A quantity, description, date and place of Delivery, as indicated on OAs invoice or dispatch note, shall be referenced as evidence of quantity, description, date and place of Delivery of the Goods. 9.8 If the Customer fails to take Delivery of or accept those Goods the Goods on the specified date, and the Order is returned to OA, a second delivery Company may charge may be imposed. 9.9 OA may arrange for the storage and carriage of Goods by couriers, contractors or sub-contractors. Notwithstanding any specific instructions given by the Customer as to the mode of carriage of Goods, and in the exercise of its absolute discretion, OA may have Goods carried or forwarded by any method which it deems fit. 9.10 Unless otherwise agreed in writing by OA, for the cost of freight of Goods from the OA warehouse shall be paid for transportation and storage, together with all other costs incurred by the Customer. 9.11 Unless otherwise specified Company in a Quote, respect of maintaining the Goods shall be packed in OA standard packing. The cost of any special packing and packing materials required by the Customer shall be at the CustomerCompany’s expensePremises. 9.12 A fixed $21.50 surcharge will be payable on the shipment of any dangerous Goods within an Order or such other surcharge amount as OA may in it's absolute discretion determine is applicable to the Order as specified in the Order Confirmation. 9.13 A fixed surcharge will be payable for any special and/or custom Orders which alters the original products by slitting, cutting or any other alteration of the product as specified in the Order Confirmation. 9.14 Once the Goods are altered, no returns or cancellations will be accepted unless the Goods are deemed to be defective. 9.15 Where Orders are freighted on a pallet provided by OA, OA may apply a fixed pallet charge to this order based on the size of pallet required as specified in the Order Confirmation. Due to the dimensions and weight of pallet orders, OA may be required to have Goods carried by any method which it deems fit.

Appears in 2 contracts

Sources: Terms and Conditions of Trade, Terms and Conditions of Trade

Delivery. 9.1 Any Delivery Times quoted by OA for The Provider shall deliver the Delivery of Goods at the time(s) and date(s) specified in the Order Form. Unless otherwise stated in the Order Form, where the Goods are estimates onlydelivered by the Provider, the point of delivery shall be when the Goods are removed from the transporting vehicle at the Premises. OA will use reasonable endeavours Where the Goods are collected by the Customer, the point of delivery shall be when the Goods are loaded on the Customer's vehicle. Except where otherwise provided in the Contract, delivery shall include the unloading, stacking or installation of the Goods by the Staff or the Provider's suppliers or carriers at such place as the Customer or duly authorised person shall reasonably direct. All deliveries shall be accompanied wherever possible by the appropriate paperwork including any certificates authorised by an Independent Testing House/Organisation, evidencing that all Goods are manufactured to an agreed Specification/Standard. If deliveries are made with incomplete paperwork the Customer has the right to reject the Goods in accordance with Clause 12.16. Time of delivery shall be of the essence and if the Provider fails to deliver the Goods to within the Delivery Address on or before the Delivery Time time specified in the OrderOrder Form, the Customer may release itself from any obligation to accept and pay for the Goods and/or terminate the Contract, in either case without prejudice to any other rights and remedies of the Customer. OA The Customer shall be under no obligation to accept or pay for any Goods delivered in excess of the quantity ordered. If the Customer elects not to accept such over-delivered Goods it shall give notice in writing to the Provider to remove them within five (5) Working Days and to refund to the Customer any expenses incurred by it as a result of such over-delivery (including but not limited to the costs of moving and storing the Goods), failing which the Customer may dispose of such Goods and charge the Provider for the costs of such disposal. The risk in any over-delivered Goods shall remain with the Provider unless they are accepted by the Customer. The Customer shall be under no obligation to accept or pay for any Goods supplied earlier than the date for delivery stated in the Order Form. Unless expressly agreed to the contrary, the Customer shall not be liable for any Claim or Loss obliged to accept delivery by instalments. If, however, the Customer does specify or agree to delivery by instalments, delivery of any third party instalment later than the date specified or agreed for a delayits delivery shall, inability without prejudice to any other rights or failure to effect a Delivery by remedies of the Delivery Time or at all. Any delayCustomer, inability or a failure by OA to effect a Delivery shall not entitle the Customer to treat this Agreement as repudiated by OA. 9.2 OA may notify terminate the Customer whole of a new Delivery Time in the circumstances. 9.3 OA reserves the right to cancel an Order Confirmation at any time before or following the Delivery Time. OA shall not be liable for any Claim or Loss whatsoever arising from such cancellation. Provided the Customer is not at fault for the cancellation, OA will refund any deposit or monies paid by the Customer in relation to any invoice/s issued by OA in respect unfulfilled part of the Order. 9.4 Any term relating Contract without further liability to the quantity of Goods is not a fundamental term (or the essence) of this Agreement. OA reserves the right to make partial deliveries against an Order and to invoice each partial Delivery separately and the Customer cannot reject Goods on the basis of a partial Delivery. 9.5 Where Goods remain in the possession of OA after the Delivery Time (including where the Customer fails for whatever reason to take Delivery of the Goods), OA is entitled to charge the Customer for all Claims or Losses occasioned by the Customer in not accepting Delivery, together with any Claims or Losses in respect of the carriage, care and custody of the Goods. 9.6 Unless otherwise agreed in writing by OA, all Goods will be delivered to the Delivery Address. The Customer must ensure that it or its employees or agents are in attendance at the Delivery Address at the agreed time or agreed period to accept Delivery of the Goods and to acknowledge receipt upon the consignment note or invoice accompanying the Goods. The Customer warrants that the person who signs the delivery notice is authorised to receive the Goods on their behalf. 9.7 A quantity, description, date and place of Delivery, as indicated on OAs invoice or dispatch note, shall be referenced as evidence of quantity, description, date and place of Delivery of the Goods. 9.8 If the Customer fails to take Delivery of the Goods on the specified date, and the Order is returned to OA, a second delivery charge may be imposed. 9.9 OA may arrange for the storage and carriage of Goods by couriers, contractors or sub-contractors. Notwithstanding any specific instructions given by the Customer as to the mode of carriage of Goods, and in the exercise of its absolute discretion, OA may have Goods carried or forwarded by any method which it deems fit. 9.10 Unless otherwise agreed in writing by OA, the cost of freight of Goods from the OA warehouse shall be paid for by the Customer. 9.11 Unless otherwise specified in a Quote, Goods shall be packed in OA standard packing. The cost of any special packing and packing materials required by the Customer shall be at the Customer’s expense. 9.12 A fixed $21.50 surcharge will be payable on the shipment of any dangerous Goods within an Order or such other surcharge amount as OA may in it's absolute discretion determine is applicable to the Order as specified in the Order Confirmation. 9.13 A fixed surcharge will be payable for any special and/or custom Orders which alters the original products by slitting, cutting or any other alteration of the product as specified in the Order Confirmation. 9.14 Once the Goods are altered, no returns or cancellations will be accepted unless the Goods are deemed to be defective. 9.15 Where Orders are freighted on a pallet provided by OA, OA may apply a fixed pallet charge to this order based on the size of pallet required as specified in the Order Confirmation. Due to the dimensions and weight of pallet orders, OA may be required to have Goods carried by any method which it deems fit.

Appears in 2 contracts

Sources: Dynamic Purchasing System Agreement, Dynamic Purchasing System Agreement

Delivery. 9.1 Any Delivery Times quoted by OA for 5.1 The supplier shall ensure that: a. the Delivery Goods are properly packed, secured and dispatched at their expense to arrive in good condition at the time or times and the place or places specified in the Contract. b. each delivery of Goods is accompanied by a delivery note which shows the date of the Purchase Order, the order number (if any), the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and if the Goods are estimates only. OA will use reasonable endeavours being delivered by instalments, the outstanding balance of Goods remaining to be delivered. c. if the supplier or their carrier deliver any Goods at the wrong time or to the wrong place then we may deduct from the price any resulting costs of storage or transport. 5.2 The Supplier shall deliver the Goods: a. on the date specified in the Contract or if no such date within 28 days of the Purchase Order. b. to the purchaser’s premises as or such other location as is specified in the Purchase Order, or as instructed by the purchaser prior to delivery. c. between the hours of 8:00hrs – 17:00hrs Monday to Friday, unless we instruct the Supplier otherwise. 5.3 The supplier shall not deliver the Goods in instalments without prior written consent from the purchaser, however where it is agreed by the purchaser that the Goods shall be delivered by instalments, the purchaser shall be entitled to pay for the Goods separately. 5.4 The Supplier's failure to effect delivery on the Delivery Address on or Date specified shall entitle the purchaser to purchase substitute Goods and to hold the supplier accountable for any and all loss and/or additional costs incurred as a result of such failure. 5.5 If Goods are delivered before the Delivery Time specified in Date, the Order. OA Purchaser shall not be liable entitled to refuse to take delivery or to charge for any Claim or Loss by insurance and storage of the Customer or any third party for a delay, inability or failure to effect a Delivery by Goods until the Delivery Time or at all. Any delay, inability or a failure by OA to effect a Delivery shall not entitle the Customer to treat this Agreement as repudiated by OADate. 9.2 OA may notify 5.6 If the Customer supplier delivers: a. less than 95% of a new Delivery Time in the circumstances. 9.3 OA reserves the right to cancel an Order Confirmation at any time before or following the Delivery Time. OA shall not be liable for any Claim or Loss whatsoever arising from such cancellation. Provided the Customer is not at fault for the cancellation, OA will refund any deposit or monies paid by the Customer in relation to any invoice/s issued by OA in respect of the Order. 9.4 Any term relating to the quantity of Goods is not a fundamental term (or ordered, the essence) of this Agreement. OA reserves purchaser has the right to make partial deliveries against an Order and to invoice each partial Delivery separately and reject the Customer cannot reject Goods on the basis of a partial Delivery.goods 9.5 Where Goods remain in the possession of OA after the Delivery Time (including where the Customer fails for whatever reason to take Delivery b. more than 105% of the Goods), OA is entitled to charge quantity of Goods ordered the Customer for purchaser may either reject all Claims or Losses occasioned by the Customer in not accepting Delivery, together with any Claims or Losses in respect of the carriage, care and custody of the Goods. 9.6 Unless otherwise agreed in writing by OA, all Goods will be delivered to the Delivery Address. The Customer must ensure that it or its employees or agents are in attendance at the Delivery Address at the agreed time or agreed period to accept Delivery of the Goods and to acknowledge receipt upon or reject the consignment note or invoice accompanying the excess quantity of Goods. The Customer warrants that And for the person who signs avoidance of doubt, the delivery notice is authorised to receive Supplier shall Meet the Goods on their behalf. 9.7 A quantity, description, date costs and place of Delivery, as indicated on OAs invoice or dispatch note, shall be referenced as evidence of quantity, description, date and place of Delivery expenses of the return of any Rejected Goods. 9.8 If the Customer fails to take Delivery of the Goods on the specified date, and the Order is returned to OA, a second delivery charge may be imposed. 9.9 OA may arrange for the storage and carriage of Goods by couriers, contractors or sub-contractors. Notwithstanding any specific instructions given by the Customer as to the mode of carriage of Goods, and in the exercise of its absolute discretion, OA may have Goods carried or forwarded by any method which it deems fit. 9.10 Unless otherwise agreed in writing by OA, the cost of freight of Goods from the OA warehouse shall be paid for by the Customer. 9.11 Unless otherwise specified in a Quote, Goods shall be packed in OA standard packing. The cost of any special packing and packing materials required by the Customer shall be at the Customer’s expense. 9.12 A fixed $21.50 surcharge will be payable on the shipment of any dangerous Goods within an Order or such other surcharge amount as OA may in it's absolute discretion determine is applicable to the Order as specified in the Order Confirmation. 9.13 A fixed surcharge will be payable for any special and/or custom Orders which alters the original products by slitting, cutting or any other alteration of the product as specified in the Order Confirmation. 9.14 Once the Goods are altered, no returns or cancellations will be accepted unless the Goods are deemed to be defective. 9.15 Where Orders are freighted on a pallet provided by OA, OA may apply a fixed pallet charge to this order based on the size of pallet required as specified in the Order Confirmation. Due to the dimensions and weight of pallet orders, OA may be required to have Goods carried by any method which it deems fit.

Appears in 2 contracts

Sources: Conditions of Purchase for Goods & Services, Conditions of Purchase for Goods & Services

Delivery. 9.1 Any Delivery Times quoted Subject to receipt of all amounts payable by OA for the Delivery of Goods are estimates only. OA will use reasonable endeavours to Buyer (whether under the Agreement or otherwise) due before delivery, the Seller shall deliver the Goods to Product, and the Delivery Address on or before Buyer shall take delivery of the Delivery Time Product, in accordance with the Order and otherwise in accordance with this clause 9. 9.2 The method of delivery shall be as specified in the Order. OA Where the Order does not stipulate a delivery term, delivery shall not be liable for any Claim or Loss by the Customer or any third party for a delayFCA Seller’s premises, inability or failure to effect a Delivery by the Delivery Time or at all. Any delay, inability or a failure by OA to effect a Delivery shall not entitle the Customer to treat this Agreement as repudiated by OA. 9.2 OA may notify the Customer of a new Delivery Time in the circumstancesWilton International (Incoterms 2010). 9.3 OA reserves Delivery shall take place on the right earliest to cancel an Order Confirmation at occur of any time before or following of the Delivery Time. OA shall not be liable for any Claim or Loss whatsoever arising from such cancellation. Provided following, as appropriate to the Customer is not at fault for the cancellation, OA will refund any deposit or monies paid by the Customer in relation to any invoice/s issued by OA in respect provisions of the Order: 9.3.1 the Seller giving to the Buyer, or any other person having apparent authority to receive the Product on behalf of the Buyer, custody of the Product, and in default of any such person being present at the relevant time, the Seller may effect delivery by leaving the Product at the delivery address identified in the Order; 9.3.2 the Seller agreeing in writing to hold the Product on behalf of the Buyer or its nominee; or 9.3.3 the Seller giving any carrier engaged by the Seller custody of the Product for the purposes of carriage to the Buyer. 9.4 Any term relating to It is a condition of the quantity Agreement that the Buyer receives or arranges for the receipt of Goods the Product when delivery is not a fundamental term (effected by the Seller and shall provide all necessary labour, materials and plant, prepare the site and procure all licences and other authorisations required for the Seller or the essencecarrier (as appropriate) of to effect delivery in accordance with this Agreement. OA reserves the right to make partial deliveries against an Order and to invoice each partial Delivery separately and the Customer cannot reject Goods on the basis of a partial Delivery.clause 9.‌ 9.5 Where Goods remain in If the possession of OA after the Delivery Time (including where the Customer Buyer fails for whatever reason to take Delivery delivery of the Goods)Product, OA is entitled to charge the Customer for all Claims or Losses occasioned by Seller may store the Customer in not accepting Delivery, together with any Claims or Losses in respect Product at the risk and cost of the carriage, care and custody of the GoodsBuyer. 9.6 Unless otherwise agreed Where the Product is delivered in writing by OAbags rather than in bulk, the Buyer shall unload the Product and shall provide all Goods will be delivered necessary equipment and labour to the Delivery Address. The Customer must ensure that it or its employees or agents are in attendance at the Delivery Address at the agreed time or agreed period to accept Delivery of the Goods and to acknowledge receipt upon the consignment note or invoice accompanying the Goods. The Customer warrants that the person who signs the delivery notice is authorised to receive the Goods on their behalfdo so. 9.7 A quantityThe Seller may discontinue deliveries on any Product, descriptionthe manufacture, date and place sale or use of Delivery, as indicated on OAs invoice or dispatch note, shall be referenced as evidence of quantity, description, date and place of Delivery of the Goodswhich in its opinion would involve patent infringement. 9.8 If The Buyer shall promptly unload, release and return to the Customer fails to take Delivery of the Goods on the specified date, Seller all returnable materials and the Order is returned to OA, a second delivery charge may transportation equipment so that no related expense or loss shall be imposed. 9.9 OA may arrange for the storage and carriage of Goods by couriers, contractors or sub-contractors. Notwithstanding any specific instructions given incurred by the Customer as to the mode of carriage of Goods, and in the exercise of its absolute discretion, OA may have Goods carried or forwarded by any method which it deems fit. 9.10 Unless otherwise agreed in writing by OA, the cost of freight of Goods from the OA warehouse shall be paid for by the Customer. 9.11 Unless otherwise specified in a Quote, Goods shall be packed in OA standard packingSeller. The cost of any special packing Buyer shall assume all liability including demurrage with respect to such returnable materials and packing materials required by the Customer shall be at the Customer’s expenseequipment, including packaging. 9.12 A fixed $21.50 surcharge will be payable on the shipment of any dangerous Goods within an Order or such other surcharge amount as OA may in it's absolute discretion determine is applicable to the Order as specified in the Order Confirmation. 9.13 A fixed surcharge will be payable for any special and/or custom Orders which alters the original products by slitting, cutting or any other alteration of the product as specified in the Order Confirmation. 9.14 Once the Goods are altered, no returns or cancellations will be accepted unless the Goods are deemed to be defective. 9.15 Where Orders are freighted on a pallet provided by OA, OA may apply a fixed pallet charge to this order based on the size of pallet required as specified in the Order Confirmation. Due to the dimensions and weight of pallet orders, OA may be required to have Goods carried by any method which it deems fit.

Appears in 2 contracts

Sources: Terms of Sale, Terms of Sale

Delivery. 9.1 Any Delivery Times quoted 4.1. Arkay shall ensure that: - (a) each delivery of the Goods is accompanied by OA for a delivery note which shows the Delivery date of the Order Confirmation, all relevant Customer and Arkay reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods are estimates only. OA will use reasonable endeavours remaining to deliver the Goods to the Delivery Address on or before the Delivery Time specified in the Order. OA shall not be liable for any Claim or Loss by the Customer or any third party for a delay, inability or failure to effect a Delivery by the Delivery Time or at all. Any delay, inability or a failure by OA to effect a Delivery shall not entitle delivered; and (b) if Arkay requires the Customer to treat this Agreement as repudiated by OA. 9.2 OA may notify the Customer of a new Delivery Time in the circumstances. 9.3 OA reserves the right return any packaging materials to cancel an Order Confirmation at any time before or following the Delivery Time. OA shall not be liable for any Claim or Loss whatsoever arising from such cancellation. Provided the Customer Arkay, that fact is not at fault for the cancellation, OA will refund any deposit or monies paid by the Customer in relation to any invoice/s issued by OA in respect of the Order. 9.4 Any term relating to the quantity of Goods is not a fundamental term (or the essence) of this Agreement. OA reserves the right to make partial deliveries against an Order and to invoice each partial Delivery separately and the Customer cannot reject Goods clearly stated on the basis of a partial Delivery. 9.5 Where Goods remain in the possession of OA after the Delivery Time (including where the Customer fails for whatever reason to take Delivery of the Goods), OA is entitled to charge the Customer for all Claims or Losses occasioned by the Customer in not accepting Delivery, together with any Claims or Losses in respect of the carriage, care and custody of the Goods. 9.6 Unless otherwise agreed in writing by OA, all Goods will be delivered to the Delivery Addressdelivery note. The Customer must ensure that it or its employees or agents are in attendance shall make any such packaging materials available for collection at the Delivery Address at the agreed time or agreed period to accept Delivery such times as Arkay shall reasonably request. Returns of the Goods and to acknowledge receipt upon the consignment note or invoice accompanying the Goods. The Customer warrants that the person who signs the delivery notice is authorised to receive the Goods on their behalf. 9.7 A quantity, description, date and place of Delivery, as indicated on OAs invoice or dispatch note, shall be referenced as evidence of quantity, description, date and place of Delivery of the Goods. 9.8 If the Customer fails to take Delivery of the Goods on the specified date, and the Order is returned to OA, a second delivery charge may be imposed. 9.9 OA may arrange for the storage and carriage of Goods by couriers, contractors or sub-contractors. Notwithstanding any specific instructions given by the Customer as to the mode of carriage of Goods, and in the exercise of its absolute discretion, OA may have Goods carried or forwarded by any method which it deems fit. 9.10 Unless otherwise agreed in writing by OA, the cost of freight of Goods from the OA warehouse shall be paid for by the Customer. 9.11 Unless otherwise specified in a Quote, Goods shall be packed in OA standard packing. The cost of any special packing and packing packaging materials required by the Customer shall be at the Customer’s expense. 9.12 A fixed $21.50 surcharge will 4.2. ▇▇▇▇▇ shall deliver the Goods to the Delivery Location at any time after Arkay notifies the Customer that the Goods are ready. Arkay shall give the Customer not less than 2 days’ notice that the Goods are ready and the proposed date of the delivery of the Goods. 4.3. Delivery of the Goods shall be payable completed on the shipment of any dangerous Goods within an Order or such other surcharge amount as OA may in it's absolute discretion determine is applicable Goods' arrival at the Delivery Location (Delivery Completion). The Customer shall grant Arkay access to the Order as specified Delivery Location in order to effect delivery of the Goods and the Customer shall be responsible for off-loading the Goods. Any dates quoted for delivery or in the Order ConfirmationConfirmation are approximate only, and the time of delivery is not of the essence. 9.13 A fixed surcharge will be payable for any special and/or custom Orders which alters 4.4. If the original products by slitting, cutting or any other alteration Customer fails to take actual delivery of the product as specified in Goods within 2 Business Days of Arkay notifying the Order Confirmation. 9.14 Once Customer under Clause 4.2 that the Goods are alteredready, no returns then, except where such failure or cancellations will be accepted unless delay is caused by a Force Majeure Event or Arkay's failure to comply with its obligations under the Order then: - (a) delivery of the Goods are shall be deemed to be defectivehave been completed at 9.00 am on the third Business Day after the day on which Arkay notified the Customer that the Goods were ready; and (b) Arkay shall store the Goods until delivery actually takes place and the Customer shall pay for all related costs and expenses incurred by Arkay (including without limitation storage, delivery and transportation costs and insurance). 9.15 Where Orders are freighted 4.5. If within 10 Business Days after the day on a pallet provided by OAwhich ▇▇▇▇▇ notified the Customer that the Goods were ready for delivery the Customer has not taken delivery of them, OA Arkay may apply a fixed pallet charge to this order based on resell or otherwise dispose of part or all of the size of pallet required as specified in the Order Confirmation. Due Goods and, after deducting reasonable storage, handling and selling costs, account to the dimensions Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods. 4.6. Arkay may deliver the Goods by instalments, which shall be invoiced and weight of pallet orders, OA may be required paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Customer to have Goods carried by cancel any method which it deems fitother instalment.

Appears in 2 contracts

Sources: Terms of Business, Terms of Business

Delivery. 9.1 The Supplier shall ensure that: the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition; each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the Order number (if any), the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered (the Delivery Note); and if the Supplier requires the Customer to return any packaging material to the Supplier, that fact is clearly stated on the Delivery Note. Any such packaging material shall be returned to the Supplier at the Supplier's cost. The Supplier shall deliver the Goods: on the Delivery Times quoted Date; carriage paid; to the location or locations as is or are set out in the Order, or as instructed by OA UK SBS or the Customer in writing prior to delivery (the Delivery Location); during the Customer's normal business hours on a Working Day, or as instructed by UK SBS or the Customer. Delivery of the Goods shall be completed on the completion of unloading the Goods at the Delivery Location and in accordance with the provisions of this clause B2. The Supplier will unload the Goods at its own risk as directed by UK SBS or the Customer. The Goods will remain at the risk of the Supplier until delivery to the Customer (including unloading) is complete, including that the Supplier has obtained sign-off of the Delivery Note by or on behalf of the Customer, at which point ownership of the Goods shall transfer to the Customer. If the Supplier delivers to the Customer more than the quantity of Goods ordered, the Customer will not be bound to pay for the Delivery excess and any excess will remain at the Supplier's risk and will be returnable to the Supplier at the Supplier's expense. If the Supplier delivers more or less than the quantity of Goods are estimates onlyordered, and the Customer accepts the delivery, a pro rata adjustment shall be made to the invoice for the Goods. OA will use reasonable endeavours to The Supplier shall not deliver the Goods in instalments without UK SBS or the Customer's prior written consent. Where it is agreed that the Goods are to the Delivery Address on or before the Delivery Time specified be delivered in the Orderinstalments, they may be invoiced and paid for separately. OA shall not be liable for any Claim or Loss However, failure by the Customer or Supplier to deliver any third party for a delayone instalment on time, inability or failure to effect a Delivery by the Delivery Time or at all. Any delay, inability or a failure by OA to effect a Delivery any defect in an instalment, shall not entitle the Customer to treat this Agreement as repudiated by OA. 9.2 OA may notify the Customer of a new Delivery Time remedies set out in the circumstances. 9.3 OA reserves the right to cancel an Order Confirmation clause B3. The Supplier shall: obtain, at its risk and expense, any time before export and import licences or following the Delivery Time. OA shall not be liable for any Claim or Loss whatsoever arising from such cancellation. Provided the Customer is not at fault other authorisations necessary for the cancellation, OA will refund any deposit or monies paid by the Customer in relation to any invoice/s issued by OA in respect of the Order. 9.4 Any term relating to the quantity of Goods is not a fundamental term (or the essence) of this Agreement. OA reserves the right to make partial deliveries against an Order export and to invoice each partial Delivery separately and the Customer cannot reject Goods on the basis of a partial Delivery. 9.5 Where Goods remain in the possession of OA after the Delivery Time (including where the Customer fails for whatever reason to take Delivery of the Goods), OA is entitled to charge the Customer for all Claims or Losses occasioned by the Customer in not accepting Delivery, together with any Claims or Losses in respect of the carriage, care and custody of the Goods. 9.6 Unless otherwise agreed in writing by OA, all Goods will be delivered to the Delivery Address. The Customer must ensure that it or its employees or agents are in attendance at the Delivery Address at the agreed time or agreed period to accept Delivery import of the Goods and to acknowledge receipt upon their transit through any country or territory; and deal with all customs formalities necessary for the consignment note or invoice accompanying the Goods. The Customer warrants that the person who signs the delivery notice is authorised to receive the Goods on their behalf. 9.7 A quantityexport, description, date import and place of Delivery, as indicated on OAs invoice or dispatch note, shall be referenced as evidence of quantity, description, date and place of Delivery transit of the Goods. 9.8 If , and will bear the costs of complying with those formalities and all duties, taxes and other charges payable for export, import and transit. Without prejudice to the Customer's statutory rights, the Customer fails will not be deemed to take Delivery have accepted any Goods until the Customer has had at least 14 Working Days after delivery to inspect them and the Customer also has the right to reject any Goods as though they had not been accepted for 14 Working Days after any latent defect in the Goods has become apparent. If, in connection with the supply of the Goods Goods, the Customer permits any employees or representatives of the Supplier to have access to any of the Customer's premises, the Supplier will ensure that, whilst on the specified dateCustomer's premises, the Supplier's employees and the Order is returned to OArepresentatives comply with: all applicable health and safety, a second delivery charge security, environmental and other legislation which may be imposed. 9.9 OA may arrange for in force from time to time; and any Customer policy, regulation, code of practice or instruction relating to health and safety, security, the storage environment or access to and carriage use of Goods by couriersany Customer laboratory, contractors facility or sub-contractors. Notwithstanding any specific instructions equipment which is brought to their attention or given by the to them whilst they are on Customer as to the mode of carriage of Goods, and in the exercise of its absolute discretion, OA may have Goods carried or forwarded premises by any method which it deems fit. 9.10 Unless otherwise agreed in writing by OA, the cost employee or representative of freight of Goods from the OA warehouse shall be paid for by the Customer. 9.11 Unless otherwise specified in a Quote, Goods shall be packed in OA standard packing. The cost of any special packing and packing materials required by the Customer shall be at the Customer’s expense. 9.12 A fixed $21.50 surcharge will be payable on the shipment of any dangerous Goods within an Order or such other surcharge amount as OA may in it's absolute discretion determine is applicable to the Order as specified in the Order Confirmation. 9.13 A fixed surcharge will be payable for any special and/or custom Orders which alters the original products by slitting, cutting or any other alteration of the product as specified in the Order Confirmation. 9.14 Once the Goods are altered, no returns or cancellations will be accepted unless the Goods are deemed to be defective. 9.15 Where Orders are freighted on a pallet provided by OA, OA may apply a fixed pallet charge to this order based on the size of pallet required as specified in the Order Confirmation. Due to the dimensions and weight of pallet orders, OA may be required to have Goods carried by any method which it deems fit.

Appears in 2 contracts

Sources: Purchase of Goods Agreement, Purchase Agreement

Delivery. 9.1 Any Delivery Times quoted by OA for 14.1 The Supplier shall deliver the Delivery of Goods and/or Services at the time(s) and date(s) specified in the Order Form and within such lead times indicated in the Invitation to Tender. 14.2 Unless otherwise stated in the Order Form, where the Goods are estimates onlydelivered by the Supplier, the point of delivery shall be when the Goods are removed from the transporting vehicle at the Premises. OA will use reasonable endeavours Where the Goods are collected by the Customer, the point of delivery shall be when the Goods are loaded on the Customer's vehicle. 14.3 Except where otherwise provided in the Contract, delivery shall include the unloading, stacking or installation of the Goods by the Staff or the Supplier's suppliers or carriers at such place as the Customer or duly authorised person shall reasonably direct. 14.4 Time of delivery shall be of the essence and if the Supplier fails to deliver the Goods to and/or Services within the Delivery Address on or before the Delivery Time time specified in the OrderOrder Form, the Customer may release itself from any obligation to accept and pay for the Goods and/or Services and/or terminate the Contract, in either case without prejudice to any other rights and remedies of the Customer. 14.5 The Customer shall be under no obligation to accept or pay for any Goods delivered in excess of the quantity ordered. OA If the Customer elects not to accept such over-delivered Goods it shall give notice in writing to the Supplier to remove them within five (5) Working Days and to refund to the Customer any expenses incurred by it as a result of such over-delivery (including the costs of moving and storing the Goods), failing which the Customer may dispose of such Goods and charge the Supplier for the costs of such disposal. The risk in any over-delivered Goods shall remain with the Supplier unless they are accepted by the Customer in writing. 14.6 The Customer shall be under no obligation to accept or pay for any Goods and/or Services supplied earlier than the date for delivery stated in the Order Form. 14.7 Unless expressly agreed to the contrary, the Customer shall not be liable for any Claim or Loss obliged to accept delivery by instalments. If, however, the Customer does specify or agree to delivery by instalments, delivery of any third party instalment later than the date specified or agreed for a delayits delivery shall, inability without prejudice to any other rights or failure to effect a Delivery by remedies of the Delivery Time or at all. Any delayCustomer, inability or a failure by OA to effect a Delivery shall not entitle the Customer to treat this Agreement as repudiated by OA. 9.2 OA may notify terminate the Customer whole of a new Delivery Time in the circumstances. 9.3 OA reserves the right to cancel an Order Confirmation at any time before or following the Delivery Time. OA shall not be liable for any Claim or Loss whatsoever arising from such cancellation. Provided the Customer is not at fault for the cancellation, OA will refund any deposit or monies paid by the Customer in relation to any invoice/s issued by OA in respect unfulfilled part of the Order. 9.4 Any term relating Contract without further liability to the quantity of Goods is not a fundamental term (or the essence) of this Agreement. OA reserves the right to make partial deliveries against an Order and to invoice each partial Delivery separately and the Customer cannot reject Goods on the basis of a partial Delivery. 9.5 Where Goods remain in the possession of OA after the Delivery Time (including where the Customer fails for whatever reason to take Delivery of the Goods), OA is entitled to charge the Customer for all Claims or Losses occasioned by the Customer in not accepting Delivery, together with any Claims or Losses in respect of the carriage, care and custody of the Goods. 9.6 Unless otherwise agreed in writing by OA, all Goods will be delivered to the Delivery Address. The Customer must ensure that it or its employees or agents are in attendance at the Delivery Address at the agreed time or agreed period to accept Delivery of the Goods and to acknowledge receipt upon the consignment note or invoice accompanying the Goods. The Customer warrants that the person who signs the delivery notice is authorised to receive the Goods on their behalf. 9.7 A quantity, description, date and place of Delivery, as indicated on OAs invoice or dispatch note, shall be referenced as evidence of quantity, description, date and place of Delivery of the Goods. 9.8 If the Customer fails to take Delivery of the Goods on the specified date, and the Order is returned to OA, a second delivery charge may be imposed. 9.9 OA may arrange for the storage and carriage of Goods by couriers, contractors or sub-contractors. Notwithstanding any specific instructions given by the Customer as to the mode of carriage of Goods, and in the exercise of its absolute discretion, OA may have Goods carried or forwarded by any method which it deems fit. 9.10 Unless otherwise agreed in writing by OA, the cost of freight of Goods from the OA warehouse shall be paid for by the Customer. 9.11 Unless otherwise specified in a Quote, Goods shall be packed in OA standard packing. The cost of any special packing and packing materials required by the Customer shall be at the Customer’s expense. 9.12 A fixed $21.50 surcharge will be payable on the shipment of any dangerous Goods within an Order or such other surcharge amount as OA may in it's absolute discretion determine is applicable to the Order as specified in the Order Confirmation. 9.13 A fixed surcharge will be payable for any special and/or custom Orders which alters the original products by slitting, cutting or any other alteration of the product as specified in the Order Confirmation. 9.14 Once the Goods are altered, no returns or cancellations will be accepted unless the Goods are deemed to be defective. 9.15 Where Orders are freighted on a pallet provided by OA, OA may apply a fixed pallet charge to this order based on the size of pallet required as specified in the Order Confirmation. Due to the dimensions and weight of pallet orders, OA may be required to have Goods carried by any method which it deems fit.

Appears in 2 contracts

Sources: Goods and/or Services Contract, Goods and/or Services Contract

Delivery. 9.1 a. Any Delivery Times dates quoted by OA for delivery of the Delivery of Goods Products are estimates only. OA will use reasonable endeavours to deliver the Goods to the Delivery Address on or before the Delivery Time specified in the Order. OA approximate only and WG shall not be liable for any Claim or Loss by delay in delivery of the Customer or any third party Products however caused. Time for a delay, inability or failure to effect a Delivery by the Delivery Time or at all. Any delay, inability or a failure by OA to effect a Delivery shall not entitle the Customer to treat this Agreement as repudiated by OA. 9.2 OA may notify the Customer of a new Delivery Time in the circumstances. 9.3 OA reserves the right to cancel an Order Confirmation at any time before or following the Delivery Time. OA delivery shall not be liable for any Claim or Loss whatsoever arising from such cancellation. Provided the Customer is not at fault for the cancellation, OA will refund any deposit or monies paid by the Customer in relation to any invoice/s issued by OA in respect of the Orderessence of any Contract. Any Products may be delivered by WG in advance of the quoted delivery date upon giving reasonable notice to Buyer. 9.4 Any term relating to the quantity of Goods is not a fundamental term (or the essence) of this Agreement. OA reserves the right to make partial deliveries against an Order and to invoice each partial Delivery separately and the Customer cannot reject Goods on the basis of a partial Delivery. 9.5 Where Goods remain in the possession of OA after the Delivery Time (including where the Customer fails for whatever reason to take Delivery of the Goods), OA is entitled to charge the Customer for all Claims or Losses occasioned by the Customer in not accepting Delivery, together with any Claims or Losses in respect of the carriage, care and custody of the Goods. 9.6 b. Unless otherwise agreed in writing by OAwriting, all Goods will delivery of the Products shall be delivered made at WG’s premises upon notification to Buyer that such Products are ready for collection. Buyer shall be entitled to collect the Delivery AddressProducts any time thereafter on reasonable notice during WG’s normal business hours. The Customer must ensure WG shall have the right to assume that it or its employees or agents are in attendance at any person who both reasonably appears and claims to have the Delivery Address at the agreed time or agreed period authority to accept Delivery and sign for delivery of the Goods and to acknowledge receipt upon the consignment note or invoice accompanying the Goods. The Customer warrants that the person who signs the delivery notice is authorised to receive the Goods Products on their behalfbehalf of Buyer does, in fact, have requisite authority from Buyer. 9.7 A quantity, description, c. Claims for non-delivery of Products must be made in writing to WG within five (5) working days from the date and place of Delivery, as indicated on OAs invoice or dispatch note, invoice. In the event WG should agree to deliver Products directly to Buyer’s customer any such delivery shall be referenced as evidence deemed to be made to Buyer and any refusal by Buyer's customer to accept such delivery shall be deemed to be a refusal by Buyer. d. Buyer agrees to accept partial delivery of quantityProducts ordered unless otherwise mutually agreed by the parties in writing. Where the Products are delivered in instalments, description, date and place of Delivery each delivery shall constitute a separate Contract. Failure by WG to deliver any one or more of the Goodsinstalments in accordance with these Agreements or any claim by Buyer in respect of any one or more instalments shall not entitle Buyer to treat a Contract as repudiated or to cancel any other instalment. 9.8 e. If the Customer Buyer fails to take Delivery delivery of the Goods on Products or fails to give WG adequate delivery instructions in its Purchase Order then, without prejudice to any other right or remedy available, WG may: (i) store the specified dateProducts until actual delivery and charge Buyer for the reasonable costs thereof, including insurance costs; or (ii) terminate the Contract forthwith and sell the Order is returned to OA, a second delivery charge may be imposedProducts. 9.9 OA f. Buyer shall bear any and all costs (including original and return carriage costs) associated with any unjustified refusal of delivery of Products ordered pursuant to a Contract. g. If there is a shortage of Products available to WG then WG may arrange for the storage and carriage of Goods by couriers, contractors or sub-contractors. Notwithstanding allocate any specific instructions given by the Customer available Products between its buyers on such a basis as to the mode of carriage of Goods, and in the exercise of its absolute discretion, OA may have Goods carried or forwarded by any method which it deems fit. 9.10 Unless otherwise agreed in writing by OA, the cost of freight of Goods from the OA warehouse shall be paid for by the Customer. 9.11 Unless otherwise specified in a Quote, Goods shall be packed in OA standard packingappropriate. The cost of any special packing and packing materials required by the Customer shall be at the Customer’s expense. 9.12 A fixed $21.50 surcharge will be payable on the shipment of any dangerous Goods within an Order or such other surcharge amount as OA may in it's absolute discretion determine is applicable to the Order as specified in the Order Confirmation. 9.13 A fixed surcharge will be payable for any special and/or custom Orders which alters the original products by slitting, cutting or any other alteration In case of the product as specified in foregoing, then Buyer agrees to accept any Products delivered to it and shall pay the Order Confirmationappropriate pro-rated portion of the invoiced price for such Products. 9.14 Once the Goods are altered, no returns or cancellations will be accepted unless the Goods are deemed to be defective. 9.15 Where Orders are freighted on a pallet provided by OA, OA may apply a fixed pallet charge to this order based on the size of pallet required as specified in the Order Confirmation. Due to the dimensions and weight of pallet orders, OA may be required to have Goods carried by any method which it deems fit.

Appears in 2 contracts

Sources: Sales Contracts, Sales Contracts

Delivery. 9.1 Any Delivery Times quoted 5.4.1 The Supplier shall: 5.4.1.1 ensure that the Goods delivered conform in all respects with the Leased Goods specified in the Order Form, the specification for leased equipment set out in Schedule 1 of the Framework Agreement (save as altered by OA the Order Form), and with all other requirements of this Lease Agreement. 5.4.1.2 not charge for delivery of the Delivery of Goods are estimates only. OA will use reasonable endeavours to deliver the Leased Goods to the Delivery Address on Premises, or before for packaging used by the Delivery Time Supplier, other than expressly provided for in the Order Form. 5.4.1.3 deliver the Leased Goods at the times and dates specified in the OrderOrder Form and Supplier agrees that the delivery shall include the unloading, stacking or installation of the Leased Goods by the Staff or the Supplier’s sub-contractors or carriers at such place as the Customer shall reasonably direct. 5.4.2 Time of delivery shall be of the essence and failure to delivery within the time promised or specified in the Order Form shall enable the Customer (at its sole discretion) to release itself from any obligation to accept and pay for the Leased Goods and/or terminate all or part of this Lease Agreement, in either case, without prejudice to the Customer’s rights and remedies set out in this Lease Agreement. 5.4.3 The Customer shall be under no obligation to accept or pay for any goods delivered in excess of the quantity specified in the Order Form. OA If the Customer elects not to accept such over-delivered goods it shall be entitled to give notice in writing to the Supplier to remove them within 5 Working Days of receipt by the Supplier of such notice and to refund to the Customer any expenses incurred by the Customer as a result of such over-delivery (including but not limited to the costs of moving and storing them) failing which the Customer shall be entitled to dispose of such goods and to charge the Supplier for the costs of such disposal. The risk in any over-delivered goods shall remain with the Supplier until they are collected by or on behalf of the Supplier or disposed of or purchased by the Customer, as appropriate. 5.4.4 The Customer shall be under no obligation to accept or pay for any goods supplied earlier than the date for delivery stated in the Order Form. 5.4.5 Without prejudice to the Customer’s remedies set out in clause 5.4.2, the Customer shall not be liable obliged to pay any Rental for Leased Goods in respect of any Claim or Loss by period prior to the Customer or any third party for a delay, inability or failure Leased Goods being delivered to effect a Delivery by the Delivery Time or at all. Any delay, inability or a failure by OA to effect a Delivery shall not entitle the Customer to treat this Agreement as repudiated by OAPremises Lease Agreement. 9.2 OA may notify 5.4.6 The issue by the Customer of a new Delivery Time in receipt note for the circumstances. 9.3 OA reserves the right to cancel an Order Confirmation at any time before or following the Delivery Time. OA Leased Goods shall not be liable for constitute any Claim or Loss whatsoever arising from such cancellation. Provided the Customer is not at fault for the cancellation, OA will refund any deposit or monies paid by the Customer in relation to any invoice/s issued by OA in respect acknowledgement of the Order. 9.4 Any term relating to the condition, quantity or nature of Goods is not a fundamental term (or the essence) of this Agreement. OA reserves the right to make partial deliveries against an Order and to invoice each partial Delivery separately and the Customer cannot reject Goods on the basis of a partial Delivery. 9.5 Where Goods remain in the possession of OA after the Delivery Time (including where the Customer fails for whatever reason to take Delivery of the Goods), OA is entitled to charge the Customer for all Claims or Losses occasioned by the Customer in not accepting Delivery, together with any Claims or Losses in respect of the carriage, care and custody of the Goods. 9.6 Unless otherwise agreed in writing by OA, all Goods will be delivered to the Delivery Address. The Customer must ensure that it or its employees or agents are in attendance at the Delivery Address at the agreed time or agreed period to accept Delivery of the Goods and to acknowledge receipt upon the consignment note or invoice accompanying the those Leased Goods. The Customer warrants that the person who signs the delivery notice is authorised to receive the Goods on their behalf. 9.7 A quantity, description, date and place of Delivery, as indicated on OAs invoice or dispatch note, shall be referenced as evidence of quantity, description, date and place of Delivery of the Goods. 9.8 If the Customer fails to take Delivery of the Goods on the specified date, and the Order is returned to OA, a second delivery charge may be imposed. 9.9 OA may arrange for the storage and carriage of Goods by couriers, contractors or sub-contractors. Notwithstanding any specific instructions given by the Customer as to the mode of carriage of Goods, and in the exercise of its absolute discretion, OA may have Goods carried or forwarded by any method which it deems fit. 9.10 Unless otherwise agreed in writing by OA, the cost of freight of Goods from the OA warehouse shall be paid for by the Customer. 9.11 Unless otherwise specified in a Quote, Goods shall be packed in OA standard packing. The cost of any special packing and packing materials required by the Customer shall be at the Customer’s expense. 9.12 A fixed $21.50 surcharge will be payable on the shipment of any dangerous Goods within an Order or such other surcharge amount as OA may in it's absolute discretion determine is applicable to the Order as specified in the Order Confirmation. 9.13 A fixed surcharge will be payable for any special and/or custom Orders which alters the original products by slitting, cutting or any other alteration of the product as specified in the Order Confirmation. 9.14 Once the Goods are altered, no returns or cancellations will be accepted unless the Goods are deemed to be defective. 9.15 Where Orders are freighted on a pallet provided by OA, OA may apply a fixed pallet charge to this order based on the size of pallet required as specified in the Order Confirmation. Due to the dimensions and weight of pallet orders, OA may be required to have Goods carried by any method which it deems fit.

Appears in 2 contracts

Sources: Lease Agreement, Lease Agreement

Delivery. 9.1 Any Delivery Times quoted Generally, and unless otherwise expressly established in writing, the sale will be made “Ex Works”, i.e., GOIZPER will provide the goods to the Customer – or to the haulage contractor hired by OA the latter to transport goods to their facilities - in the facilities of GOIZPER. From that moment, all expenses (transport, insurance, customs, etc.), as well as the risks of damage or loss of goods, shall be met by the Customer. For such purposes, the provision of the goods shall be understood as depositing them in the facilities of GOIZPER and the corresponding notice to the customer or, in their absence, the haulage contractor assigned, whether this notice is made by GOIZPER by telephone or in writing. In case of telephone notice, the existence of a notice will be presumed if thirty (30) days have elapsed since the estimated delivery date communicated by GOIZPER without the Customer – or their haulage contractor – having picked up the goods from the facilities of GOIZPER. GOIZPER will never offer closed, final and/or binding delivery dates. In this regard, all delivery dates indicated by GOIZPER will only be approximate and communicated by GOIZPER in good faith and solely for the Delivery purpose of Goods are estimates onlyfacilitating a smooth business relationship. OA As a result, GOIZPER will use reasonable endeavours to deliver the Goods to the Delivery Address on not assume any direct or before the Delivery Time specified in the Order. OA shall not be liable consequential liability for any Claim type of losses or Loss damages arising from the delivery of goods before or after the estimated delivery date communicated in a non-binding manner. In the event of any delay by the Customer or any third party for a delay, inability or failure to effect a Delivery by in receiving the Delivery Time or at all. Any delay, inability or a failure by OA to effect a Delivery shall not entitle the Customer to treat this Agreement as repudiated by OA. 9.2 OA may notify the Customer of a new Delivery Time goods provided in the circumstances. 9.3 OA aforementioned terms, GOIZPER reserves the right to cancel an Order Confirmation at any time before or following the Delivery Time. OA shall not be liable for any Claim or Loss whatsoever arising claim from such cancellation. Provided the Customer is not at fault for the cancellation, OA will refund any deposit or monies paid payment of an amount equivalent to the storage costs incurred by the Customer in relation to any invoice/s issued by OA in respect demurrage of the Order. 9.4 Any term relating materials from the seventh working day after the provision of the goods until the actual receipt thereof. If the delay continues for a period of more than ninety (90) days, GOIZPER may make use of them at its free will, without prejudice to the quantity right of Goods is not a fundamental term (or GOIZPER to request the essence) of this Agreement. OA reserves the right to make partial deliveries against an Order and to invoice each partial Delivery separately and the Customer cannot reject Goods on the basis of a partial Delivery. 9.5 Where Goods remain in the possession of OA after the Delivery Time (including where the Customer fails for whatever reason to take Delivery payment of the Goods), OA is entitled to charge the Customer for all Claims or Losses occasioned by the Customer in not accepting Delivery, together with any Claims or Losses in respect of the carriage, care and custody of the Goodsstorage costs indicated herein. 9.6 Unless otherwise agreed in writing by OA, all Goods will be delivered to the Delivery Address. The Customer must ensure that it or its employees or agents are in attendance at the Delivery Address at the agreed time or agreed period to accept Delivery of the Goods and to acknowledge receipt upon the consignment note or invoice accompanying the Goods. The Customer warrants that the person who signs the delivery notice is authorised to receive the Goods on their behalf. 9.7 A quantity, description, date and place of Delivery, as indicated on OAs invoice or dispatch note, shall be referenced as evidence of quantity, description, date and place of Delivery of the Goods. 9.8 If the Customer fails to take Delivery of the Goods on the specified date, and the Order is returned to OA, a second delivery charge may be imposed. 9.9 OA may arrange for the storage and carriage of Goods by couriers, contractors or sub-contractors. Notwithstanding any specific instructions given by the Customer as to the mode of carriage of Goods, and in the exercise of its absolute discretion, OA may have Goods carried or forwarded by any method which it deems fit. 9.10 Unless otherwise agreed in writing by OA, the cost of freight of Goods from the OA warehouse shall be paid for by the Customer. 9.11 Unless otherwise specified in a Quote, Goods shall be packed in OA standard packing. The cost of any special packing and packing materials required by the Customer shall be at the Customer’s expense. 9.12 A fixed $21.50 surcharge will be payable on the shipment of any dangerous Goods within an Order or such other surcharge amount as OA may in it's absolute discretion determine is applicable to the Order as specified in the Order Confirmation. 9.13 A fixed surcharge will be payable for any special and/or custom Orders which alters the original products by slitting, cutting or any other alteration of the product as specified in the Order Confirmation. 9.14 Once the Goods are altered, no returns or cancellations will be accepted unless the Goods are deemed to be defective. 9.15 Where Orders are freighted on a pallet provided by OA, OA may apply a fixed pallet charge to this order based on the size of pallet required as specified in the Order Confirmation. Due to the dimensions and weight of pallet orders, OA may be required to have Goods carried by any method which it deems fit.

Appears in 2 contracts

Sources: General Conditions of Sale, General Conditions of Sale

Delivery. 9.1 Any Delivery Times quoted by OA for the Delivery of Goods are estimates only. OA will use reasonable endeavours to deliver the Goods to the Delivery Address on or before the Delivery Time specified in the Order. OA ▇▇▇▇▇▇ shall not be liable for any Claim damage as a result of any non-delivery or Loss by the Customer delay due to any cause beyond ▇▇▇▇▇▇’▇ reasonable control, including, without limitation, an act of God; act of Purchaser; embargo; other government act, regulation or request; fire; accident; strike; war; boycott; pandemic; slowdown; riot; or delay in transportation or inability to obtain necessary labor, materials, or manufacturing facilities. Under no circumstances will ▇▇▇▇▇▇ be liable to Purchaser or any third party for a delay, inability or failure claims related to effect a Delivery by the Delivery Time or at alllate delivery of goods. Any delay, inability or a failure by OA to effect a Delivery shall not entitle the Customer to treat this Agreement as repudiated by OA. 9.2 OA may notify the Customer of a new Delivery Time in the circumstances. 9.3 OA ▇▇▇▇▇▇ reserves the right to cancel an Order Confirmation substitute suitable alternative materials and components where necessary. Where the services are to be performed on Purchaser’s premises, Purchaser agrees to provide ▇▇▇▇▇▇ on a timely basis with such access, machine downtime, utilities and equipment as ▇▇▇▇▇▇ shall reasonably require in order to perform the services in accordance with the Agreement. If Purchaser fails to perform its obligations or shall fail to perform them in a timely manner, Purchaser acknowledges and agrees that ▇▇▇▇▇▇ shall be entitled to delay performance of the services, without penalty or liability of any kind, until such time as Purchaser has complied in all respects with its obligations and to increase the price for the services to reflect any increased cost to ▇▇▇▇▇▇ caused by Purchaser’s failure to perform or late performance. If delivery is delayed or deferred by Purchaser beyond the scheduled date, payment shall be due in full when ▇▇▇▇▇▇ is prepared to ship the goods or perform the services. The goods may thereafter, at ▇▇▇▇▇▇’▇ option, be stored at the risk and expense of Purchaser. If the applicable purchase order bears the notation “Customer Pick-Up” or if Purchaser is otherwise required under the terms of the applicable purchase order to take delivery of any goods from any ▇▇▇▇▇▇ facility, ▇▇▇▇▇▇ will notify Purchaser when such goods or any portion of such goods are available for receipt by Purchaser or its freight carrier and Purchaser or its designated freight carrier shall take delivery of such goods or any portion of such goods within five (5) calendar days of receipt of such notice. If Purchaser does not take delivery of such goods or any portion of such goods within five (5) calendar days of receipt of such notice, then ▇▇▇▇▇▇ shall have the right, at its election, to ship the goods or any portion of such goods directly to Purchaser at Purchaser’s sole expense or, alternatively, to store such goods or any portion of such goods at any time before ▇▇▇▇▇▇ facility subject to handling and storage fees reasonably determined by ▇▇▇▇▇▇. ▇▇▇▇▇▇ may at certain times provide goods or following the Delivery Time. OA shall not be liable for any Claim or Loss whatsoever arising from such cancellation. Provided the Customer is not at fault for the cancellation, OA will refund any deposit or monies paid by the Customer in relation services to any invoice/s issued by OA in respect of the Order. 9.4 Any term relating Purchaser prior to the quantity of Goods is not a fundamental term (or the essence) of this Agreement. OA reserves the right to make partial deliveries against an Order issuance, delivery and to invoice each partial Delivery separately and the Customer cannot reject Goods on the basis acceptance of a partial Delivery. 9.5 Where Goods remain in the possession of OA after the Delivery Time (including where the Customer fails for whatever reason corresponding purchase order. In such cases, ▇▇▇▇▇▇ will notify Purchaser that these Terms and Conditions shall apply to take Delivery of the Goods), OA is entitled to charge the Customer for all Claims or Losses occasioned by the Customer in not accepting Delivery, together with any Claims or Losses in respect of the carriage, care such transactions and custody of the Goods. 9.6 Unless otherwise agreed in writing by OA, all Goods will be delivered to the Delivery Address. The Customer must ensure that it or its employees or agents are in attendance at the Delivery Address at the agreed time or agreed period to accept Delivery of the Goods and to acknowledge receipt upon the consignment note or invoice accompanying the Goods. The Customer warrants that the person who signs the delivery notice is authorised to receive the Goods on their behalf. 9.7 A quantity, description, date and place of Delivery, as indicated on OAs invoice or dispatch note, Purchaser shall be referenced as evidence of quantity, description, date and place of Delivery of the Goods. 9.8 If the Customer fails to take Delivery of the Goods on the specified date, and the Order is returned to OA, a second delivery charge may be imposed. 9.9 OA may arrange for the storage and carriage of Goods by couriers, contractors or sub-contractors. Notwithstanding any specific instructions given by the Customer as to the mode of carriage of Goods, and in the exercise of its absolute discretion, OA may have Goods carried or forwarded by any method which it deems fit. 9.10 Unless otherwise agreed in writing by OA, the cost of freight of Goods from the OA warehouse shall be paid for by the Customer. 9.11 Unless otherwise specified in a Quote, Goods shall be packed in OA standard packing. The cost of any special packing and packing materials required by the Customer shall be at the Customer’s expense. 9.12 A fixed $21.50 surcharge will be payable on the shipment of any dangerous Goods within an Order or such other surcharge amount as OA may in it's absolute discretion determine is applicable to the Order as specified in the Order Confirmation. 9.13 A fixed surcharge will be payable for any special and/or custom Orders which alters the original products by slitting, cutting or any other alteration of the product as specified in the Order Confirmation. 9.14 Once the Goods are altered, no returns or cancellations will be accepted unless the Goods are deemed to be defectivehave accepted such Terms and Conditions upon ▇▇▇▇▇▇’▇ delivery of goods or performance of services. 9.15 Where Orders are freighted on a pallet provided by OA, OA may apply a fixed pallet charge to this order based on the size of pallet required as specified in the Order Confirmation. Due to the dimensions and weight of pallet orders, OA may be required to have Goods carried by any method which it deems fit.

Appears in 2 contracts

Sources: Standard Terms and Conditions of Sale, Standard Terms and Conditions of Sale

Delivery. 9.1 Any Delivery Times quoted by OA 5.1 If, for the Delivery execution of Goods are estimates onlythe agreement, the Supplier is dependent on the cooperation of the Purchaser and the Purchaser fails in that cooperation for whatever reason, the period for execution shall be extended with as much time as reasonably needed by the Supplier to reverse the delay caused by the Purchaser's failure. OA will use reasonable endeavours to deliver The same applies if delays in the Goods execution arise as a result of requests by or due to the Delivery Address on Purchaser to change, adapt or before supplement that which was agreed upon. In addition, the Delivery Time extra costs that the Supplier incurs in connection with the delay that has arisen as specified above are for the expense of the Purchaser. 5.2 The delivery date shall be determined by the Supplier to the best of its ability and in the Order. OA good faith, yet shall not be liable a strict deadline unless agreed upon otherwise between the Parties. Exceeding the delivery date, for whatever reason, does not give entitlement to compensation, termination of the agreement, cancellation of the order or not fulfilling any Claim or Loss obligation which may arise for the Purchaser as a result of the agreements concluded with the Supplier. 5.3 Deliveries shall occur "DDP"(INCOTERMS 2010) as the agreed-upon place of delivery. 5.4 Unless agreed upon otherwise, the Supplier shall ensure the loading of the goods as "Ex Works" (INCOTERMS 2010). 5.5 The Purchaser is responsible for unloading the goods at the address indicated by the Customer Purchaser. The Purchaser bears all risks with regard to damage to goods and/or persons caused while unloading. 5.6 If the Purchaser indicates an address outside of the Netherlands as a destination, the Supplier must acquire an export license or any third party other official authorisation and, where applicable, comply with all customs formalities for a delaythe export of goods. The Purchaser must acquire an import license or other official authorisation and, inability or failure where applicable, comply with all customs formalities for the import of goods and their transport through its own country. 5.7 The Purchaser is required to effect a Delivery accept goods and services for which delivery by the Delivery Time or Supplier was agreed upon at all. Any delay, inability or a failure by OA to effect a Delivery shall not entitle the Customer to treat this Agreement as repudiated by OAdate and location that applies between the Parties based on the related agreement and/or these Terms. 9.2 OA may notify the Customer of a new Delivery Time in the circumstances. 9.3 OA reserves the right to cancel an Order Confirmation at any time before or following the Delivery Time. OA shall not be liable for any Claim or Loss whatsoever arising from such cancellation. Provided the Customer 5.8 The Supplier is not at fault for the cancellation, OA will refund any deposit or monies paid by the Customer in relation to any invoice/s issued by OA in respect of the Order. 9.4 Any term relating to the quantity of Goods is not a fundamental term (or the essence) of this Agreement. OA reserves the right authorised to make partial deliveries against an Order and to invoice each partial Delivery separately and the Customer cannot reject Goods on the basis of a partial Deliverydeliveries. 9.5 Where Goods remain in the possession of OA after the Delivery Time (including where the Customer fails for whatever reason to take Delivery of the Goods), OA is entitled to charge the Customer for all Claims or Losses occasioned by the Customer in not accepting Delivery, together with any Claims or Losses in respect of the carriage, care and custody of the Goods. 9.6 Unless otherwise agreed in writing by OA, all Goods will be delivered to the Delivery Address. The Customer must ensure that it or its employees or agents are in attendance at the Delivery Address at the agreed time or agreed period to accept Delivery of the Goods and to acknowledge receipt upon the consignment note or invoice accompanying the Goods. The Customer warrants that the person who signs the delivery notice is authorised to receive the Goods on their behalf. 9.7 A quantity, description, date and place of Delivery, as indicated on OAs invoice or dispatch note, shall be referenced as evidence of quantity, description, date and place of Delivery of the Goods. 9.8 If the Customer fails to take Delivery of the Goods on the specified date, and the Order is returned to OA, a second delivery charge may be imposed. 9.9 OA may arrange for the storage and carriage of Goods by couriers, contractors or sub-contractors. Notwithstanding any specific instructions given by the Customer as to the mode of carriage of Goods, and in the exercise of its absolute discretion, OA may have Goods carried or forwarded by any method which it deems fit. 9.10 Unless otherwise agreed in writing by OA, the cost of freight of Goods from the OA warehouse shall be paid for by the Customer. 9.11 Unless otherwise specified in a Quote, Goods shall be packed in OA standard packing. The cost of any special packing and packing materials required by the Customer shall be at the Customer’s expense. 9.12 A fixed $21.50 surcharge will be payable on the shipment of any dangerous Goods within an Order or such other surcharge amount as OA may in it's absolute discretion determine is applicable to the Order as specified in the Order Confirmation. 9.13 A fixed surcharge will be payable for any special and/or custom Orders which alters the original products by slitting, cutting or any other alteration of the product as specified in the Order Confirmation. 9.14 Once the Goods are altered, no returns or cancellations will be accepted unless the Goods are deemed to be defective. 9.15 Where Orders are freighted on a pallet provided by OA, OA may apply a fixed pallet charge to this order based on the size of pallet required as specified in the Order Confirmation. Due to the dimensions and weight of pallet orders, OA may be required to have Goods carried by any method which it deems fit.

Appears in 2 contracts

Sources: General Terms of Sale and Delivery, General Terms of Sale and Delivery

Delivery. 9.1 Any Delivery Times quoted by OA for the Delivery of 8.1 If Goods are estimates only. OA will use reasonable endeavours to deliver the Goods be delivered by Resolution IT to the Delivery Address on or before Customer, such Goods shall be delivered to the Delivery Time specified location set out in the Order. OA Unless it is otherwise agreed in writing, such Goods shall be delivered by any means chosen by Resolution IT and Resolution IT shall not be liable for under any Claim obligation to provide personnel, plant or Loss by power to assist the Customer or any third party for a delay, inability or failure to effect a Delivery by unloading of the Delivery Time or at all. Any delay, inability or a failure by OA to effect a Delivery shall not entitle the Customer to treat this Agreement as repudiated by OAGoods. 9.2 OA may notify the Customer of a new Delivery Time in the circumstances. 9.3 OA reserves the right to cancel an Order Confirmation at any time before or following the Delivery Time. OA shall not be liable for any Claim or Loss whatsoever arising from such cancellation. Provided 8.2 If the Customer is not at fault for the cancellation, OA will refund any deposit or monies paid by the Customer in relation to any invoice/s issued by OA in respect of the Order. 9.4 Any term relating to the quantity of Goods is not a fundamental term (or the essence) of this Agreement. OA reserves the right to make partial deliveries against an Order and to invoice each partial Delivery separately and the Customer cannot reject Goods on the basis of a partial Delivery. 9.5 Where Goods remain in the possession of OA after the Delivery Time (including where the Customer fails for whatever reason unable to take Delivery delivery of the Goods), OA is Resolution IT may at its sole discretion store the Goods at its risk, but may be entitled to charge the Customer its reasonable costs for all Claims doing so. 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 Losses occasioned 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 Customer shall inspect the Goods immediately on delivery thereof and shall within two Working Days from such delivery give Resolution IT notice of any matter or thing by reason whereof the Customer may allege that the Goods are not in accordance with the Contract or are defective in material or workmanship. If the Customer fails to give such notice the Goods shall be conclusively presumed to be in all respects in accordance with the Contract and free from any defect which would be apparent on any reasonable examination and the Customer shall be deemed to have accepted the Goods accordingly. If the Customer establishes to Resolution IT's reasonable satisfaction that the Goods are not accepting Deliveryin accordance with the Contract or are so defective, together with any Claims Resolution IT may elect to repair the Goods or Losses in respect of to replace the carriage, care and custody Goods or to refund the purchase price against the return of the Goods. 9.6 Unless otherwise agreed 8.6 If the Goods are lost or damaged in writing by OA, all Goods will be delivered to transit the Delivery Address. The Customer must ensure that it or its employees or agents are in attendance at shall notify both Resolution IT and the Delivery Address at the agreed time or agreed period to accept Delivery carrier of the Goods and to acknowledge receipt upon loss or damage within two Working Days of the consignment note or invoice accompanying the Goods. The Customer warrants that the person who signs the delivery notice is authorised to receive the Goods on their behalfdelivery. 9.7 A quantity, description, date and place of Delivery, as indicated on OAs invoice or dispatch note, 8.7 Resolution IT shall not be referenced as evidence of quantity, description, date and place of Delivery of the Goods. 9.8 If the Customer fails to take Delivery of the Goods on the specified date, and the Order is returned to OA, a second delivery charge may be imposed. 9.9 OA may arrange responsible for the storage and carriage of Goods by couriers, contractors or sub-contractors. Notwithstanding any specific instructions given by the Customer as to the mode of carriage installation of Goods, and in the exercise of its absolute discretion, OA may have Goods carried Rented Equipment or forwarded by any method which it deems fit. 9.10 Unless otherwise agreed in writing by OA, the cost of freight of Goods from the OA warehouse shall be paid for by the Customer. 9.11 Unless otherwise specified in a Quote, Goods shall be packed in OA standard packing. The cost of any special packing and packing materials required by the Customer shall be Loaned Equipment at the Customer’s expensesite under the terms of this Supplement. 9.12 A fixed $21.50 surcharge will be payable on the shipment of any dangerous Goods within an Order or such other surcharge amount as OA may in it's absolute discretion determine is applicable to the Order as specified in the Order Confirmation. 9.13 A fixed surcharge will be payable for any special and/or custom Orders which alters the original products by slitting, cutting or any other alteration of the product as specified in the Order Confirmation. 9.14 Once the Goods are altered, no returns or cancellations will be accepted unless the Goods are deemed to be defective. 9.15 Where Orders are freighted on a pallet provided by OA, OA may apply a fixed pallet charge to this order based on the size of pallet required as specified in the Order Confirmation. Due to the dimensions and weight of pallet orders, OA may be required to have Goods carried by any method which it deems fit.

Appears in 2 contracts

Sources: General Terms and Conditions, General Terms and Conditions

Delivery. 9.1 Any 5.1 Delivery Times quoted of Products under a Contract shall be made by OA for the Buyer collecting the Products at the Seller's Premises at any time but within 14 days (“the Delivery Period”) after the Seller has notified the Buyer that the Products are available for collection or if some other place for delivery is agreed by the Seller by the Seller delivering the Products to that place. 5.2 Any dates quoted for delivery of Goods the Products are estimates only. OA will use reasonable endeavours to deliver approximate only and the Goods to the Delivery Address on or before the Delivery Time specified in the Order. OA Seller shall not be liable for any Claim or Loss delay in delivery of the Products however caused. Failure to deliver by the Customer or any third party quoted date will not be a sufficient cause for a delay, inability or failure to effect a Delivery by cancellation and the Delivery Time or at all. Any delay, inability or a failure by OA to effect a Delivery shall not entitle the Customer to treat this Agreement as repudiated by OA. 9.2 OA may notify the Customer of a new Delivery Time in the circumstances. 9.3 OA reserves the right to cancel an Order Confirmation at any time before or following the Delivery Time. OA shall Seller will not be liable for any Claim direct indirect consequential or Loss whatsoever arising from such cancellation. Provided the Customer is not at fault for the cancellation, OA will refund economic loss or any deposit costs charges or monies paid expenses suffered or incurred by the Customer Buyer due to the delay in relation delivery. The Products may be delivered by the Seller in advance of the quoted delivery date having given reasonable notice to the Buyer. 5.3 Where the Products are to be delivered in instalments each delivery shall constitute a separate contract and failure by the Seller to deliver any invoice/s issued one or more of the instalments in accordance with these Conditions or any claim by OA the Buyer in respect of any one or more instalments shall not entitle the OrderBuyer to treat the Contract as a whole as repudiated. 9.4 Any term relating to the quantity of Goods is not a fundamental term (or the essence) of this Agreement. OA reserves the right to make partial deliveries against an Order and to invoice each partial Delivery separately and the Customer cannot reject Goods on the basis of a partial Delivery. 9.5 Where Goods remain in the possession of OA after the Delivery Time (including where the Customer fails for whatever reason to take Delivery of the Goods), OA is entitled to charge the Customer for all Claims or Losses occasioned by the Customer in not accepting Delivery, together with any Claims or Losses in respect of the carriage, care and custody of the Goods. 9.6 Unless otherwise agreed in writing by OA, all Goods will be delivered to the Delivery Address. The Customer must ensure that it or its employees or agents are in attendance at the Delivery Address at the agreed time or agreed period to accept Delivery of the Goods and to acknowledge receipt upon the consignment note or invoice accompanying the Goods. The Customer warrants that the person who signs the delivery notice is authorised to receive the Goods on their behalf. 9.7 A quantity, description, date and place of Delivery, as indicated on OAs invoice or dispatch note, shall be referenced as evidence of quantity, description, date and place of Delivery of the Goods. 9.8 5.4 If the Customer Buyer fails to take Delivery delivery of the Goods Products 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 prejudice to any other right or remedy available to the Seller the Seller may: 5.4.1 store the Products until actual delivery on behalf of the Buyer whereupon a) delivery shall be deemed to have taken place b) all risk in the goods shall pass to the Buyer c) the Buyer shall be liable for all related costs and expenses (including insurance); 5.4.2 charge the Buyer interest on the specified date, Contract amount at the rate of 2.5% per annum above the base rate of Natwest Bank PLC from the end of the Delivery Period to the actual date of delivery 5.4.3 sell the Products at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Order is returned to OA, a second delivery charge may be imposed. 9.9 OA may arrange Buyer for the storage and carriage of Goods by couriers, contractors excess over the price under the Contract or sub-contractors. Notwithstanding any specific instructions given by charge the Customer as to the mode of carriage of Goods, and in the exercise of its absolute discretion, OA may have Goods carried or forwarded by any method which it deems fit. 9.10 Unless otherwise agreed in writing by OA, the cost of freight of Goods from the OA warehouse shall be paid for by the Customer. 9.11 Unless otherwise specified in a Quote, Goods shall be packed in OA standard packing. The cost of any special packing and packing materials required by the Customer shall be at the Customer’s expense. 9.12 A fixed $21.50 surcharge will be payable on the shipment of any dangerous Goods within an Order or such other surcharge amount as OA may in it's absolute discretion determine is applicable to the Order as specified in the Order Confirmation. 9.13 A fixed surcharge will be payable Buyer for any special and/or custom Orders which alters shortfall below the original products by slitting, cutting or any other alteration of the product as specified in the Order ConfirmationContract price. 9.14 Once the Goods are altered, no returns or cancellations will be accepted unless the Goods are deemed to be defective. 9.15 Where Orders are freighted on a pallet provided by OA, OA may apply a fixed pallet charge to this order based on the size of pallet required as specified in the Order Confirmation. Due to the dimensions and weight of pallet orders, OA may be required to have Goods carried by any method which it deems fit.

Appears in 2 contracts

Sources: Standard Terms and Conditions of Sale, Standard Terms and Conditions of Sale

Delivery. 9.1 Any Delivery Times quoted by OA for The Service Provider shall deliver the Delivery of Goods at the time(s) and date(s) specified in the Order Form. Unless otherwise stated in the Order Form, where the Goods are estimates onlydelivered by the Service Provider, the point of delivery shall be where the Goods are removed from the transporting vehicle at the Premises. OA will Where the Goods are collected by the Customer, the point of delivery shall be where the Goods are loaded on to the Customer’s vehicle. Except where otherwise provided in the Contract, delivery shall include the unloading, stacking or installation of the Goods by the Staff or the Service Provider’s service providers or carriers at such place as the Customer or other duly authorised person shall reasonably direct. The Service Provider shall use reasonable its best endeavours to deliver the Goods to within the Delivery Address on or before the Delivery Time time specified in the OrderOrder Form, failing which the Customer may release itself from any obligation to accept and pay for the Goods and/or terminate the Contract, in either case, without prejudice to any other rights and remedies of the Customer. OA The Customer shall be under no obligation to accept or pay for any Goods supplied in excess of the quantity ordered. If the Customer elects not to accept such over-delivered Goods it shall give notice in writing to the Service Provider to remove them within five (5) working days and to refund to the Customer any expenses incurred by it as a result of such over-delivery (including but not limited to the costs of moving and storing the Goods), failing which the Customer may dispose of such Goods and charge the Service Provider for the costs of such disposal. The risk in any over-delivered Goods shall remain with the Service Provider unless they are accepted by the Customer. The Customer shall be under no obligation to accept or pay for any Goods supplied earlier than the date for delivery stated in the Order Form. Unless expressly agreed to the contrary, the Customer shall not be liable for any Claim or Loss obliged to accept delivery by instalments. If the Customer specifies or agrees to delivery by instalments, delivery of any third party instalment later than the date specified or agreed for a delayits delivery shall, inability without prejudice to any other rights or failure to effect a Delivery by remedies of the Delivery Time or at all. Any delayCustomer, inability or a failure by OA to effect a Delivery shall not entitle the Customer to treat this Agreement as repudiated by OA. 9.2 OA may notify terminate the Customer whole of a new Delivery Time in the circumstances. 9.3 OA reserves the right to cancel an Order Confirmation at any time before or following the Delivery Time. OA shall not be liable for any Claim or Loss whatsoever arising from such cancellation. Provided the Customer is not at fault for the cancellation, OA will refund any deposit or monies paid by the Customer in relation to any invoice/s issued by OA in respect unfulfilled part of the Order. 9.4 Any term relating Contract without further liability to the quantity of Goods is not a fundamental term (or the essence) of this Agreement. OA reserves the right to make partial deliveries against an Order and to invoice each partial Delivery separately and the Customer cannot reject Goods on the basis of a partial Delivery. 9.5 Where Goods remain in the possession of OA after the Delivery Time (including where the Customer fails for whatever reason to take Delivery of the Goods), OA is entitled to charge the Customer for all Claims or Losses occasioned by the Customer in not accepting Delivery, together with any Claims or Losses in respect of the carriage, care and custody of the Goods. 9.6 Unless otherwise agreed in writing by OA, all Goods will be delivered to the Delivery Address. The Customer must ensure that it or its employees or agents are in attendance at the Delivery Address at the agreed time or agreed period to accept Delivery of the Goods and to acknowledge receipt upon the consignment note or invoice accompanying the Goods. The Customer warrants that the person who signs the delivery notice is authorised to receive the Goods on their behalf. 9.7 A quantity, description, date and place of Delivery, as indicated on OAs invoice or dispatch note, shall be referenced as evidence of quantity, description, date and place of Delivery of the Goods. 9.8 If the Customer fails to take Delivery of the Goods on the specified date, and the Order is returned to OA, a second delivery charge may be imposed. 9.9 OA may arrange for the storage and carriage of Goods by couriers, contractors or sub-contractors. Notwithstanding any specific instructions given by the Customer as to the mode of carriage of Goods, and in the exercise of its absolute discretion, OA may have Goods carried or forwarded by any method which it deems fit. 9.10 Unless otherwise agreed in writing by OA, the cost of freight of Goods from the OA warehouse shall be paid for by the Customer. 9.11 Unless otherwise specified in a Quote, Goods shall be packed in OA standard packing. The cost of any special packing and packing materials required by the Customer shall be at the Customer’s expense. 9.12 A fixed $21.50 surcharge will be payable on the shipment of any dangerous Goods within an Order or such other surcharge amount as OA may in it's absolute discretion determine is applicable to the Order as specified in the Order Confirmation. 9.13 A fixed surcharge will be payable for any special and/or custom Orders which alters the original products by slitting, cutting or any other alteration of the product as specified in the Order Confirmation. 9.14 Once the Goods are altered, no returns or cancellations will be accepted unless the Goods are deemed to be defective. 9.15 Where Orders are freighted on a pallet provided by OA, OA may apply a fixed pallet charge to this order based on the size of pallet required as specified in the Order Confirmation. Due to the dimensions and weight of pallet orders, OA may be required to have Goods carried by any method which it deems fit.

Appears in 2 contracts

Sources: Ict Consultancy and Delivery Services Framework Agreement, Ict Consultancy and Delivery Services Framework Agreement

Delivery. 9.1 Any Delivery Times quoted 4.1 The Supplier shall ensure that: (a) the Goods are properly packed and secured in such a manner as to enable them to reach their destination in good condition, free of any defects whatsobver; (b) each delivery of the Goods is accompanied by OA for a delivery note which shows: the Delivery date of the Order, the Order number (if any), the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any), any labelling requirements (such as barcoding) specified in the Order and, if the Goods are being delivered by instalments, the outstanding balance of Goods are estimates onlyremaining to be delivered; (c) if the Supplier requires the Customer to return any packaging material to the Supplier, that fact shall be clearly stated on the delivery note. OA will use reasonable endeavours Any such packaging material shall be returned to the Supplier at the cost of the Supplier. 4.2 Unless delayed by Force Majeure, time for delivery shall be of the essence. The Supplier shall deliver the Goods to Goods: (a) on the Delivery Address on or before the Delivery Time date specified in the Order. OA shall not be liable for any Claim , or, if no such date is specified, within 28 days of the date of the Order; (b) to such location as is set out in the Order, or Loss as instructed by the Customer or any third party for a delay, inability or failure prior to effect a delivery (Delivery by Location); and (c) during the Delivery Time or at all. Any delay, inability or a failure by OA to effect a Delivery shall not entitle the Customer to treat this Agreement as repudiated by OA. 9.2 OA may notify the Customer of a new Delivery Time in the circumstances. 9.3 OA reserves the right to cancel an Order Confirmation at any time before or following the Delivery Time. OA shall not be liable for any Claim or Loss whatsoever arising from such cancellation. Provided the Customer is not at fault for the cancellation, OA will refund any deposit or monies paid by the Customer in relation to any invoice/s issued by OA in respect normal business hours of the Order. 9.4 Any term relating to the quantity of Goods is not a fundamental term (Customer, or the essence) of this Agreement. OA reserves the right to make partial deliveries against an Order and to invoice each partial Delivery separately and the Customer cannot reject Goods on the basis of a partial Delivery. 9.5 Where Goods remain in the possession of OA after the Delivery Time (including where the Customer fails for whatever reason to take Delivery of the Goods), OA is entitled to charge the Customer for all Claims or Losses occasioned by the Customer in not accepting Delivery, together with any Claims or Losses in respect of the carriage, care and custody of the Goods. 9.6 Unless otherwise agreed in writing by OA, all Goods will be delivered to the Delivery Address. The Customer must ensure that it or its employees or agents are in attendance at the Delivery Address at the agreed time or agreed period to accept Delivery of the Goods and to acknowledge receipt upon the consignment note or invoice accompanying the Goods. The Customer warrants that the person who signs the delivery notice is authorised to receive the Goods on their behalf. 9.7 A quantity, description, date and place of Delivery, as indicated on OAs invoice or dispatch note, shall be referenced as evidence of quantity, description, date and place of Delivery of the Goods. 9.8 If the Customer fails to take Delivery of the Goods on the specified date, and the Order is returned to OA, a second delivery charge may be imposed. 9.9 OA may arrange for the storage and carriage of Goods by couriers, contractors or sub-contractors. Notwithstanding any specific instructions given by the Customer as to the mode of carriage of Goods, and in the exercise of its absolute discretion, OA may have Goods carried or forwarded by any method which it deems fit. 9.10 Unless otherwise agreed in writing by OA, the cost of freight of Goods from the OA warehouse shall be paid for instructed by the Customer. 9.11 Unless otherwise specified in a Quote, 4.3 Delivery of the Goods shall be packed in OA standard packing. The cost completed on the completion of any special packing and packing materials required by unloading the Goods at the Delivery Location. 4.4 If the Supplier: (a) delivers less than 95% of the quantity of Goods ordered, the Customer may reject the Goods; or (b) delivers more than 105% of the quantity of Goods ordered, the Customer may at its discretion reject the Goods or the excess Goods, and any rejected Goods shall be returnable at the Customer’s expenserisk and expense of the Supplier. If the Supplier delivers more or less than the quantity of Goods ordered, and the Customer accepts the delivery, a pro rata adjustment shall be made to the invoice for the Goods. 9.12 A fixed $21.50 surcharge will be payable on 4.5 The Supplier shall not deliver the shipment of any dangerous Goods within an Order or such other surcharge amount as OA may in it's absolute discretion determine is applicable to instalments without the Order as specified in the Order Confirmation. 9.13 A fixed surcharge will be payable for any special and/or custom Orders which alters the original products by slitting, cutting or any other alteration prior written consent of the product as specified in the Order Confirmation. 9.14 Once Customer. Where it is agreed that the Goods are altered, no returns or cancellations will be accepted unless the Goods are deemed to be defective. 9.15 Where Orders are freighted delivered by instalments, they may be invoiced and paid for separately. However, failure by the Supplier to deliver any one instalment on a pallet provided by OA, OA may apply a fixed pallet charge to this order based on time or at all or any defect in an instalment shall entitle the size of pallet required as specified in the Order Confirmation. Due Customer to the dimensions and weight of pallet orders, OA may be required to have Goods carried by any method which it deems fitremedies set out in clause 5.

Appears in 2 contracts

Sources: General Conditions for the Purchase of Goods, General Conditions for the Purchase of Goods

Delivery. 9.1 Any Delivery Times quoted 4.1 The Supplier shall ensure that: (a) the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition; (b) each delivery of the Goods is accompanied by OA for a delivery note which shows: the Delivery date of the Order, the Order number (if any), the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any), any labelling requirements (such as barcoding) specified in the Order and, if the Goods are being delivered by instalments, the outstanding balance of Goods are estimates onlyremaining to be delivered; (c) if the Supplier requires the Customer to return any packaging material to the Supplier, that fact is clearly stated on the delivery note. OA will use reasonable endeavours Any such packaging material shall be returned to the Supplier at the cost of the Supplier. 4.2 Unless delayed by Force Majeure, time for delivery shall be of the essence. The Supplier shall deliver the Goods to Goods: (a) on the Delivery Address on or before the Delivery Time date specified in the Order. OA shall not be liable for any Claim , or, if no such date is specified, within 28 days of the date of the Order; (b) to such location as is set out in the Order, or Loss as instructed by the Customer or any third party for a delay, inability or failure prior to effect a delivery (Delivery by Location); and (c) during the Delivery Time or at all. Any delay, inability or a failure by OA to effect a Delivery shall not entitle the Customer to treat this Agreement as repudiated by OA. 9.2 OA may notify the Customer of a new Delivery Time in the circumstances. 9.3 OA reserves the right to cancel an Order Confirmation at any time before or following the Delivery Time. OA shall not be liable for any Claim or Loss whatsoever arising from such cancellation. Provided the Customer is not at fault for the cancellation, OA will refund any deposit or monies paid by the Customer in relation to any invoice/s issued by OA in respect normal business hours of the Order. 9.4 Any term relating to the quantity of Goods is not a fundamental term (Customer, or the essence) of this Agreement. OA reserves the right to make partial deliveries against an Order and to invoice each partial Delivery separately and the Customer cannot reject Goods on the basis of a partial Delivery. 9.5 Where Goods remain in the possession of OA after the Delivery Time (including where the Customer fails for whatever reason to take Delivery of the Goods), OA is entitled to charge the Customer for all Claims or Losses occasioned by the Customer in not accepting Delivery, together with any Claims or Losses in respect of the carriage, care and custody of the Goods. 9.6 Unless otherwise agreed in writing by OA, all Goods will be delivered to the Delivery Address. The Customer must ensure that it or its employees or agents are in attendance at the Delivery Address at the agreed time or agreed period to accept Delivery of the Goods and to acknowledge receipt upon the consignment note or invoice accompanying the Goods. The Customer warrants that the person who signs the delivery notice is authorised to receive the Goods on their behalf. 9.7 A quantity, description, date and place of Delivery, as indicated on OAs invoice or dispatch note, shall be referenced as evidence of quantity, description, date and place of Delivery of the Goods. 9.8 If the Customer fails to take Delivery of the Goods on the specified date, and the Order is returned to OA, a second delivery charge may be imposed. 9.9 OA may arrange for the storage and carriage of Goods by couriers, contractors or sub-contractors. Notwithstanding any specific instructions given by the Customer as to the mode of carriage of Goods, and in the exercise of its absolute discretion, OA may have Goods carried or forwarded by any method which it deems fit. 9.10 Unless otherwise agreed in writing by OA, the cost of freight of Goods from the OA warehouse shall be paid for instructed by the Customer. 9.11 Unless otherwise specified in a Quote, 4.3 Delivery of the Goods shall be packed in OA standard packing. The cost completed on the completion of any special packing and packing materials required by unloading the Goods at the Delivery Location. 4.4 If the Supplier: (a) delivers less than 95% of the quantity of Goods ordered, the Customer may reject the Goods; or (b) delivers more than 105% of the quantity of Goods ordered, the Customer may at its discretion reject the Goods or the excess Goods, and any rejected Goods shall be returnable at the Customer’s expenserisk and expense of the Supplier. If the Supplier delivers more or less than the quantity of Goods ordered, and the Customer accepts the delivery, a pro rata adjustment shall be made to the invoice for the Goods. 9.12 A fixed $21.50 surcharge will be payable on 4.5 The Supplier shall not deliver the shipment of any dangerous Goods within an Order or such other surcharge amount as OA may in it's absolute discretion determine is applicable to instalments without the Order as specified in the Order Confirmation. 9.13 A fixed surcharge will be payable for any special and/or custom Orders which alters the original products by slitting, cutting or any other alteration prior written consent of the product as specified in the Order Confirmation. 9.14 Once Customer. Where it is agreed that the Goods are altered, no returns or cancellations will be accepted unless the Goods are deemed to be defective. 9.15 Where Orders are freighted delivered by instalments, they may be invoiced and paid for separately. However, failure by the Supplier to deliver any one instalment on a pallet provided by OA, OA may apply a fixed pallet charge to this order based on time or at all or any defect in an instalment shall entitle the size of pallet required as specified in the Order Confirmation. Due Customer to the dimensions and weight of pallet orders, OA may be required to have Goods carried by any method which it deems fitremedies set out in clause 5.

Appears in 2 contracts

Sources: General Conditions for the Purchase of Goods, General Conditions for the Purchase of Goods

Delivery. 9.1 Any Delivery Times quoted by OA for the Delivery of Goods are estimates 1. Stated delivery dates should be regarded as approximate only. OA will use reasonable endeavours to deliver Delivery after the Goods to the Delivery Address on or before the Delivery Time specified in the Order. OA stated delivery date shall not be liable for any Claim or Loss a breach of contract by the Customer or any third party for a delay, inability or failure to effect a Delivery by the Delivery Time or at all. Any delay, inability or a failure by OA to effect a Delivery Seller and shall not entitle the Customer Buyer to treat this Agreement as repudiated any remedy. The Products delivered may differ from the description in the purchase agreement in respect of packaging, volumes/dimensions and composition and, provided that it does not negatively affect the normal use of the Products, such difference shall not be a breach of contract by OAthe Seller and shall not entitle the Buyer to any remedy. 9.2 OA may notify the Customer of a new Delivery Time 2. Products shall be delivered as set out in the circumstancespurchase agreement or, in absence of such delivery conditions, "Free Carrier" (FCA) to the Seller's premises, always in accordance with the provisions of the latest version of the Incoterms in effect at the time the purchase agreement was entered into. The Seller may deliver the Products by instalments. 9.3 OA reserves 3. The Buyer may request that the right Seller organises the transport of the Products on the Buyer's behalf, in which case the Buyer shall be responsible for all costs and risk associated with such transport. 4. The Buyer is required to cancel an Order Confirmation accept delivery of the Products by the Seller. The Seller may store the Products if the Buyer fails to accept such delivery and the Buyer shall reimburse the Seller for all related costs and expenses incurred and shall remain liable to pay the purchase price for the Products. In such event, the Seller may resell the relevant Products at any time before or following to a third party, in which case the Delivery Time. OA Buyer shall not be liable reimburse the Seller for any Claim or Loss whatsoever arising from such cancellation. Provided shortfall below the Customer is not at fault purchase price agreed in the purchase agreement with the Buyer, and for the cancellation, OA will refund any deposit or monies paid all costs and expenses incurred by the Customer Seller in relation to storage. 5. If the parties agree any invoice/s issued by OA in respect variation to the description of the Order. 9.4 Any term relating Products contained in the purchase agreement, the Seller may at its discretion amend the delivery date stated in the purchase agreement by providing notice to the quantity of Goods is not a fundamental term (or the essence) of this Agreement. OA reserves the right to make partial deliveries against an Order and to invoice each partial Delivery separately and the Customer cannot reject Goods on the basis of a partial Delivery. 9.5 Where Goods remain in the possession of OA after the Delivery Time (including where the Customer fails for whatever reason to take Delivery of the Goods)Buyer, OA is entitled to charge the Customer for all Claims or Losses occasioned by the Customer in not accepting Delivery, together with any Claims or Losses in respect of the carriage, care and custody of the Goods. 9.6 Unless otherwise agreed in writing by OA, all Goods will be delivered to the Delivery Address. The Customer must ensure that it or its employees or agents are in attendance at the Delivery Address at the agreed time or agreed period to accept Delivery of the Goods and to acknowledge receipt upon the consignment note or invoice accompanying the Goods. The Customer warrants that the person who signs the delivery such notice is authorised to receive the Goods on their behalf. 9.7 A quantity, description, date and place of Delivery, as indicated on OAs invoice or dispatch note, shall be referenced as evidence of quantity, description, date and place of Delivery of the Goods. 9.8 If the Customer fails to take Delivery of the Goods on the specified date, and the Order is returned to OA, a second delivery charge may be imposed. 9.9 OA may arrange for the storage and carriage of Goods by couriers, contractors or sub-contractors. Notwithstanding any specific instructions given by the Customer as to the mode of carriage of Goods, and in the exercise of its absolute discretion, OA may have Goods carried or forwarded by any method which it deems fit. 9.10 Unless otherwise agreed in writing by OA, the cost of freight of Goods from the OA warehouse shall be paid for by the Customer. 9.11 Unless otherwise specified in a Quote, Goods shall be packed in OA standard packing. The cost of any special packing and packing materials required by the Customer shall be at the Customer’s expense. 9.12 A fixed $21.50 surcharge will be payable on the shipment of any dangerous Goods within an Order or such other surcharge amount as OA may in it's absolute discretion determine is applicable to the Order as specified in the Order Confirmation. 9.13 A fixed surcharge will be payable for any special and/or custom Orders which alters the original products by slitting, cutting or any other alteration of the product as specified in the Order Confirmation. 9.14 Once the Goods are altered, no returns or cancellations will be accepted unless the Goods are deemed to be defectiveeffective immediately on receipt. 9.15 Where Orders are freighted on a pallet provided by OA, OA may apply a fixed pallet charge to this order based on the size of pallet required as specified in the Order Confirmation. Due to the dimensions and weight of pallet orders, OA may be required to have Goods carried by any method which it deems fit.

Appears in 1 contract

Sources: General Terms and Conditions of Sale

Delivery. 9.1 Any Delivery Times quoted The Supplier shall Deliver the Goods and provide the Services in accordance with the Implementation Plan and Milestones. The issue by OA the Customer of a receipt note for delivered Equipment shall not constitute any acknowledgement of the Delivery condition, quantity or nature of that Equipment. Time of delivery in relation to commencing and/or supplying the Goods are estimates only. OA will use reasonable endeavours and Services shall be of the essence and if the Supplier fails to deliver the Goods and Services within the time specified in accordance with clause 5.1.1 and paragraph 5.1 of the Order Form and without prior written Approval, the Customer may release itself from any obligation to accept and pay for the Delivery Address Goods and/or terminate the Contract, in either case without prejudice to any other rights and remedies of the Customer. Except where otherwise provided in the Contract, the Goods shall be installed and the Services provided by the Staff or the Sub-contractors at such place or places as set out in paragraph 2.2 of the Order Form. Where the Goods are delivered by the Supplier, the point of delivery shall be when the Goods are removed from the transporting vehicle at the Premises. Where the Goods are collected by the Customer, the point of delivery shall be when the Goods are loaded on the Customer’s vehicle. Except where otherwise provided in the Contract, delivery shall include the unloading, stacking or before installation of the Delivery Time Goods by the Staff or the Supplier’s suppliers or carriers at such place as the Customer or duly authorised person shall reasonably direct. In the event that not all of the Goods and Services are Delivered by the relevant Milestone Dates specified in the Order. OA Implementation Plan ("Undelivered Goods and Services") then the Customer shall not be liable entitled to withhold payment of the Contract Charges for any Claim Goods and Services that were not Delivered in accordance with the corresponding Milestone Date until such time as the Undelivered Goods and Services are Delivered. The Customer shall be under no obligation to accept or Loss pay for any Goods Delivered in excess of the quantity specified in paragraph 2 of the Order Form. If the Customer elects not to accept such over-Delivered Goods it shall give notice in writing to the Supplier to remove them within five (5) Working Days and to refund to the Customer any expenses incurred by the Customer or any third party for as a delay, inability or failure to effect a result of such over-Delivery by the Delivery Time or at all. Any delay, inability or a failure by OA to effect a Delivery shall (including but not entitle the Customer to treat this Agreement as repudiated by OA. 9.2 OA may notify the Customer of a new Delivery Time in the circumstances. 9.3 OA reserves the right to cancel an Order Confirmation at any time before or following the Delivery Time. OA shall not be liable for any Claim or Loss whatsoever arising from such cancellation. Provided the Customer is not at fault for the cancellation, OA will refund any deposit or monies paid by the Customer in relation to any invoice/s issued by OA in respect of the Order. 9.4 Any term relating limited to the quantity costs of Goods is not a fundamental term (or the essence) of this Agreement. OA reserves the right to make partial deliveries against an Order moving and to invoice each partial Delivery separately and the Customer cannot reject Goods on the basis of a partial Delivery. 9.5 Where Goods remain in the possession of OA after the Delivery Time (including where the Customer fails for whatever reason to take Delivery of storing the Goods), OA is entitled to failing which the Customer may dispose of such Goods and charge the Customer Supplier for all Claims or Losses occasioned by the Customer in not accepting Delivery, together with any Claims or Losses in respect costs of the carriage, care and custody of the Goods. 9.6 Unless otherwise agreed in writing by OA, all Goods will be delivered to the Delivery Addresssuch disposal. The Customer must ensure that it or its employees or agents are risk in attendance at the Delivery Address at the agreed time or agreed period to accept Delivery of the Goods and to acknowledge receipt upon the consignment note or invoice accompanying the Goods. The Customer warrants that the person who signs the delivery notice is authorised to receive the Goods on their behalf. 9.7 A quantity, description, date and place of Delivery, as indicated on OAs invoice or dispatch note, shall be referenced as evidence of quantity, description, date and place of Delivery of the Goods. 9.8 If the Customer fails to take Delivery of the Goods on the specified date, and the Order is returned to OA, a second delivery charge may be imposed. 9.9 OA may arrange for the storage and carriage of Goods by couriers, contractors or subany over-contractors. Notwithstanding any specific instructions given by the Customer as to the mode of carriage of Goods, and in the exercise of its absolute discretion, OA may have Goods carried or forwarded by any method which it deems fit. 9.10 Unless otherwise agreed in writing by OA, the cost of freight of Goods from the OA warehouse shall be paid for by the Customer. 9.11 Unless otherwise specified in a Quote, Delivered Goods shall be packed in OA standard packing. The cost of any special packing and packing materials required by remain with the Customer shall be at the Customer’s expenseSupplier. 9.12 A fixed $21.50 surcharge will be payable on the shipment of any dangerous Goods within an Order or such other surcharge amount as OA may in it's absolute discretion determine is applicable to the Order as specified in the Order Confirmation. 9.13 A fixed surcharge will be payable for any special and/or custom Orders which alters the original products by slitting, cutting or any other alteration of the product as specified in the Order Confirmation. 9.14 Once the Goods are altered, no returns or cancellations will be accepted unless the Goods are deemed to be defective. 9.15 Where Orders are freighted on a pallet provided by OA, OA may apply a fixed pallet charge to this order based on the size of pallet required as specified in the Order Confirmation. Due to the dimensions and weight of pallet orders, OA may be required to have Goods carried by any method which it deems fit.

Appears in 1 contract

Sources: Call Off Agreement

Delivery. 9.1 Any Delivery Times quoted 10.1 Subject to the provisions of the CPA (if applicable), any delivery date indicated by OA the Supplier shall merely be regarded as the estimated date of delivery and shall not bind the Supplier to effect delivery on or near such date. 10.2 Subject to the provisions of the CPA (if applicable), the Customer shall accept delivery whenever it is tendered and shall not be entitled to resile from this Agreement nor to withhold or defer any payment nor to a reduction in price nor to any other right or remedy against the Supplier, its servants, agents or any other persons for whom it is liable in law (in whose favour this constitutes a stipulation ▇▇▇▇▇▇) whether for losses, costs, damages, expenses, interest or otherwise (not limited ejusdem generis) on account of delays in effecting delivery, partial delivery or non-delivery, whether occasioned by any negligent (including grossly negligent) act or omission on the Delivery part of the Supplier, its servants, agents or any other persons for whom it is liable in law, or not. 10.3 If delivery of any particular order is to be effected in packs, the Supplier shall not be obliged to deliver any parts of the order unless any part of the order which has already been delivered has been paid. The Supplier is not obliged to accept the return of any Goods and this clause shall not be used to imply that the Supplier shall be obliged to accept the return of any Goods. 10.4 Subject to the provisions of the CPA (if applicable), the Supplier shall have the right to deliver any portion of the Goods sold, or making provision for delivery of all the Goods sold and to invoice the Customer therefore and the Customer shall accept such Goods when tendered. 10.5 If Goods are to be delivered by road, the Customer shall be obliged to ensure that the delivery destination shall be easily accessible to road transport vehicles. The Customer shall be responsible for off-loading the Goods at the delivery destination. If Goods are to be delivered by rail, the Customer shall be responsible for collection of Goods at the railhead. 10.6 Subject to the provisions of the CPA (if applicable), the Customer shall be obliged to inspect all Goods upon delivery and shall endorse the delivery note/waybill/job card as to any missing or damaged Goods. No claims for missing or damaged Goods shall be valid unless the delivery note/waybill/job card has been endorsed as aforesaid and unless, in addition the Customer notifies the Supplier in writing within 3 business days of the delivery of the Goods of the claim in question and the Goods relating to such claim furnishing full details in regard thereto. The Customer shall bear the onus of proving that upon delivery, any Goods are estimates only. OA will use reasonable endeavours missing or damaged or that the Customer’s order was in any way not complied with. 10.7 If the Supplier is unable to deliver the Goods to the Delivery Address on or before the Delivery Time specified in the Order. OA shall not be liable for any Claim or Loss by the Customer or any third party for a delay, inability or failure to effect a Delivery by the Delivery Time or at all. Any delay, inability or a failure by OA to effect a Delivery shall not entitle the Customer to treat this Agreement as repudiated by OA. 9.2 OA may notify the Customer of a new Delivery Time in the circumstances. 9.3 OA reserves the right to cancel an Order Confirmation at any time before or following the Delivery Time. OA shall not be liable for any Claim or Loss whatsoever arising from such cancellation. Provided the Customer is not at fault for the cancellation, OA will refund any deposit or monies paid by the Customer in relation due to any invoice/s issued by OA in respect act or omission on the part of the Order. 9.4 Any term relating to Customer, the quantity of Goods is not a fundamental term (or the essence) of this Agreement. OA reserves the right to make partial deliveries against an Order and to invoice each partial Delivery separately and the Customer cannot reject Goods on the basis of a partial Delivery. 9.5 Where Goods remain in the possession of OA after the Delivery Time (including where the Customer fails for whatever reason to take Delivery of the Goods), OA is Supplier shall be entitled to charge the Customer for all Claims or Losses occasioned by the storage of the Goods. If the Customer in elected to collect the Goods, the Customer accepts that if the Goods are not accepting Deliverycollected on the agreed delivery date, together with any Claims or Losses in respect of the carriage, care and custody Supplier shall be entitled to charge the Customer for the storage of the Goods. 9.6 Unless otherwise agreed in writing by OA, all Goods will be delivered 10.8 Subject to the Delivery Address. The Customer must ensure that it or its employees or agents are in attendance at the Delivery Address at the agreed time or agreed period to accept Delivery provisions of the Goods and to acknowledge receipt upon the consignment note or invoice accompanying the Goods. The Customer warrants that the person who signs the delivery notice is authorised to receive the Goods on their behalf. 9.7 A quantityCPA (if applicable), description, date and place of Delivery, as indicated on OAs invoice or dispatch note, shall be referenced as evidence of quantity, description, date and place of Delivery of the Goods. 9.8 If the Customer fails to take Delivery of the Goods on the specified date, and the Order is returned to OA, a second delivery charge may be imposed. 9.9 OA may arrange for the storage and carriage of Goods by couriers, contractors or sub-contractors. Notwithstanding any specific instructions given by the Customer as to the mode of carriage of Goods, and in the exercise of its absolute discretion, OA may have Goods carried or forwarded by any method which it deems fit. 9.10 Unless otherwise agreed in writing by OA, the cost of freight of Goods from the OA warehouse shall be paid for by the Customer. 9.11 Unless otherwise specified in a Quote, Goods shall be packed in OA standard packing. The cost of any special packing and packing materials required by the Customer shall be at obliged to furnish information necessary to enable delivery of the relevant Goods to be effected and if the Customer fails or refuses to do so, or if it fails or refuses to take delivery, the Goods shall without prejudice to the provisions of clause 10.7, be deemed to have been delivered to the Customer upon notification by the Supplier to the Customer to that effect. 10.9 If the Supplier agrees to engage a third party to transport the Goods, the Supplier is hereby authorised to engage a third party on the Customer’s expense. 9.12 A fixed $21.50 surcharge behalf and on the terms deemed fit by the Supplier. Subject to the provisions of the CPA (if applicable), the Customer hereby indemnifies the Supplier against any claims that may arise from such Agreement against the Supplier. The Customer shall reimburse the Supplier for any costs incurred in arranging delivery, including but not restricted to, the costs of necessary disbursements and insurance. Any documentation purporting to evidence the said extra costs will be payable on the shipment of any dangerous Goods within an Order or such other surcharge amount as OA may in it's absolute discretion determine is applicable to the Order as specified in the Order Confirmation. 9.13 A fixed surcharge will be payable for any special and/or custom Orders which alters the original products by slitting, cutting or any other alteration of the product as specified in the Order Confirmation. 9.14 Once the Goods are altered, no returns or cancellations will be accepted unless the Goods are deemed to be defectiveprima facie proof thereof. 9.15 Where Orders are freighted on a pallet provided by OA10.10 The Customer accepts that if it receives branded Goods of another Customer of the Supplier, OA may apply a fixed pallet charge to this order based on it will reject these Goods and notify the size of pallet required as specified in the Order Confirmation. Due to the dimensions and weight of pallet orders, OA may be required to have Goods carried by any method which it deems fitSupplier immediately upon receipt.

Appears in 1 contract

Sources: Terms and Conditions

Delivery. 9.1 Any a) Delivery Times quoted by OA for dates mentioned in any quotation or acceptance form or elsewhere are approximate only and not of any contractual effect and the Delivery Seller shall not be under any liability to the Purchaser in respect of Goods are estimates only. OA will use reasonable endeavours any failure to deliver on any particular date or dates. If a delivery shall not have taken place within a reasonable time the Seller liability shall be limited to the value of the Goods to the Delivery Address on or before the Delivery Time specified in the OrderSeller’s quotation. b) If the Purchaser refuses or fails to take delivery of Goods tendered and in accordance with the Contract the Seller shall be entitled to immediate payment in full for the Goods tendered. OA The Seller shall be entitled to store at the risk of the Purchaser any of which the Purchaser refuses or fails to take delivery and the Purchaser in addition to the purchase price pays all costs of such storage and any additional costs of carriage incurred as a result of such refusal and failure. Refusal by the Purchaser to take delivery will relieve the Seller from the obligation to make further deliveries without prejudice to the Seller’s right to recover damages for such refusal. c) The Goods shall unless delivered by the Seller’s own transport or by carrier on behalf of the Seller be deemed to have been delivered and the risks therein to have passed to the Purchaser upon their transfer to the carrier named by the Purchaser or (in the case of delivery “ex works”) upon the Seller notifying the Purchaser that the Goods are available for collection. d) Where the Goods are to be delivered by a carrier on behalf of the Seller the risk therein shall pass to the Purchaser upon delivery. The Seller shall advise the Purchaser of the schedule date of dispatch from the Seller’s works and unless the Purchaser notifies the Seller in writing within forty-eight hours the Seller shall not be liable for any Claim loss of or Loss by damage to the Customer or any third party for a delay, inability or Goods in transit nor the failure of the Goods to effect a Delivery by the Delivery Time or at all. Any delay, inability or a failure by OA be delivered and such Goods shall be deemed to effect a Delivery shall not entitle the Customer to treat this Agreement as repudiated by OAhave been delivered in good order and condition. 9.2 OA may notify e) In the Customer case of a new Delivery Time the Contract of any order involving more than one delivery default is made in payment on the circumstances. 9.3 OA reserves due date, the Seller shall have the right to cancel an Order Confirmation at suspend all or any time before further deliveries pending payment or following to terminate the Delivery Time. OA shall not be liable for any Claim or Loss whatsoever arising from such cancellation. Provided the Customer is not at fault for the cancellation, OA will refund any deposit or monies paid Contract in its entirety by the Customer notice in relation to any invoice/s issued by OA in respect of the Order. 9.4 Any term relating writing to the quantity of Goods is not a fundamental term (or the essence) of this Agreement. OA reserves the right to make partial deliveries against an Order and to invoice each partial Delivery separately and the Customer cannot reject Goods on the basis of a partial DeliveryPurchaser. 9.5 Where Goods remain in the possession of OA after the Delivery Time (including where the Customer fails for whatever reason to take Delivery of the Goods), OA is entitled to charge the Customer for all Claims or Losses occasioned by the Customer in not accepting Delivery, together with any Claims or Losses in respect of the carriage, care and custody of the Goods. 9.6 Unless otherwise agreed in writing by OA, all Goods will be delivered to the Delivery Address. The Customer must ensure that it or its employees or agents are in attendance at the Delivery Address at the agreed time or agreed period to accept Delivery of the Goods and to acknowledge receipt upon the consignment note or invoice accompanying the Goods. The Customer warrants that the person who signs the delivery notice is authorised to receive the Goods on their behalf. 9.7 A quantity, description, date and place of Delivery, as indicated on OAs invoice or dispatch note, shall be referenced as evidence of quantity, description, date and place of Delivery of the Goods. 9.8 If the Customer fails to take Delivery of the Goods on the specified date, and the Order is returned to OA, a second delivery charge may be imposed. 9.9 OA may arrange for the storage and carriage of Goods by couriers, contractors or sub-contractors. Notwithstanding any specific instructions given by the Customer as to the mode of carriage of Goods, and in the exercise of its absolute discretion, OA may have Goods carried or forwarded by any method which it deems fit. 9.10 Unless otherwise agreed in writing by OA, the cost of freight of Goods from the OA warehouse shall be paid for by the Customer. 9.11 Unless otherwise specified in a Quote, Goods shall be packed in OA standard packing. The cost of any special packing and packing materials required by the Customer shall be at the Customer’s expense. 9.12 A fixed $21.50 surcharge will be payable on the shipment of any dangerous Goods within an Order or such other surcharge amount as OA may in it's absolute discretion determine is applicable to the Order as specified in the Order Confirmation. 9.13 A fixed surcharge will be payable for any special and/or custom Orders which alters the original products by slitting, cutting or any other alteration of the product as specified in the Order Confirmation. 9.14 Once the Goods are altered, no returns or cancellations will be accepted unless the Goods are deemed to be defective. 9.15 Where Orders are freighted on a pallet provided by OA, OA may apply a fixed pallet charge to this order based on the size of pallet required as specified in the Order Confirmation. Due to the dimensions and weight of pallet orders, OA may be required to have Goods carried by any method which it deems fit.

Appears in 1 contract

Sources: Conditions of Sale

Delivery. 9.1 Any Delivery Times quoted by OA The parties agree that conveyance of title to the Personalty and Equipment shall be effected on the earlier of the final hand-over certificate execution date or August 30, 1999. Seller shall deliver the Personalty and Equipment to Buyer through Ferronales on the terms established in the respective hand-over certificate, and said delivery shall take place at the offices and shops where said Personalty and Equipment shall be found, delivery thereof being consequently physical. The foregoing is notwithstanding any agreements between the parties to make physical deliveries at locations other than those mentioned above. The parties expressly agree that the hand-over process for the Delivery of Goods are estimates only. OA will use reasonable endeavours to deliver the Goods to the Delivery Address Personalty and Equipment may start on August 18, 1999, which process shall be completed on or before the Delivery Time specified in the OrderAugust 30, 1999. OA Seller may authorize extensions to said terms if it deems so advisable. Buyer shall not be liable for any Claim or Loss by obligated to receive the Customer or any third party for a delay, inability or failure to effect a Delivery by the Delivery Time or at all. Any delay, inability or a failure by OA to effect a Delivery shall not entitle the Customer to treat this Agreement as repudiated by OA. 9.2 OA may notify the Customer of a new Delivery Time in the circumstances. 9.3 OA reserves the right to cancel an Order Confirmation at any time before or following the Delivery Time. OA shall not be liable for any Claim or Loss whatsoever arising from such cancellation. Provided the Customer is not at fault for the cancellation, OA will refund any deposit or monies paid by the Customer in relation to any invoice/s issued by OA in respect of the Order. 9.4 Any term relating Personalty and Equipment prior to the quantity of Goods is not a fundamental term (or the essence) of this Agreement. OA reserves the right to make partial deliveries against an Order and to invoice each partial Delivery separately and the Customer cannot reject Goods on the basis of a partial Delivery. 9.5 Where Goods remain in the possession of OA after the Delivery Time (including where the Customer fails for whatever reason to take Delivery of the Goods)first date indicated hereinabove, OA is entitled to charge the Customer for all Claims or Losses occasioned by the Customer in not accepting Delivery, together with any Claims or Losses in respect of the carriage, care and custody of the Goods. 9.6 Unless otherwise unless so agreed in writing by OA, all Goods will be delivered to the Delivery Addresswith Seller. The Customer must ensure that it or its employees or agents are in attendance at the Delivery Address at the agreed time or agreed period to accept Delivery of the Goods and to acknowledge receipt upon the consignment note or invoice accompanying the Goods. The Customer warrants that the person who signs the delivery notice is authorised If Buyer fails to receive the Goods Personalty and Equipment which Seller shall deliver to Buyer or which it shall advise Buyer in the sense that they are ready for delivery on their behalf. 9.7 A quantitysuch date or any subsequent date, descriptionthe provisions of Clauses Twelve, date Seventeen, Eighteen and place Twenty of Deliverythis Agreement shall apply, as indicated on OAs invoice or dispatch note, without prejudice to any additional liabilities in which Buyer shall incur due to its delay in receiving the Personalty and Equipment. The parties agree that the Personalty and Equipment shall be referenced as evidence delivered by Ferronales in "AS-IS" condition at the moment of quantitydelivery, descriptionnotwithstanding the provisions in Clause Seventeen. In any case, date the hand-over of each unit of Personalty and place Equipment shall be effected by issuing the applicable hand-over certificates, which shall be signed by the representatives of Delivery Buyer and Ferronales. In such case, possession of the Goods. 9.8 If applicable Personalty and Equipment shall pass upon the Customer fails to take Delivery execution of the Goods on respective partial certificates and the specified dateproperty of such personality shall be transferred as established in Clause Eight. The hand-over certificates shall include a listing of the Personalty and Equipment conveyed at such time to Buyer, stating the general condition thereof. In the case of fuels and lubricants, the volume thereof shall be determined at the time of the hand-over procedure, and Buyer agrees to pay Seller the Order is returned to OA, a second delivery charge may be imposed. 9.9 OA may arrange for the storage and carriage going market price effective as of Goods by couriers, contractors or sub-contractorssaid date therefor. Notwithstanding any specific instructions given by the Customer as to the mode of carriage of Goods, and in the exercise of its absolute discretion, OA may have Goods carried or forwarded by any method which it deems fit. 9.10 Unless otherwise agreed in writing by OA, the cost of freight of Goods from the OA warehouse Payment shall be paid for by made within 10 calendar days following the Customer. 9.11 Unless otherwise specified in a Quotedate of the respective hand-over certificate. In the case of fuels and lubricants previously incorporated into the Personalty and Equipment, Goods they shall be packed in OA standard packing. The cost of any special packing and packing materials required by the Customer shall be at the Customer’s expensedeemed a part thereof. 9.12 A fixed $21.50 surcharge will be payable on the shipment of any dangerous Goods within an Order or such other surcharge amount as OA may in it's absolute discretion determine is applicable to the Order as specified in the Order Confirmation. 9.13 A fixed surcharge will be payable for any special and/or custom Orders which alters the original products by slitting, cutting or any other alteration of the product as specified in the Order Confirmation. 9.14 Once the Goods are altered, no returns or cancellations will be accepted unless the Goods are deemed to be defective. 9.15 Where Orders are freighted on a pallet provided by OA, OA may apply a fixed pallet charge to this order based on the size of pallet required as specified in the Order Confirmation. Due to the dimensions and weight of pallet orders, OA may be required to have Goods carried by any method which it deems fit.

Appears in 1 contract

Sources: Purchase and Sale Agreement (Genesee & Wyoming Inc)

Delivery. 9.1 Any Delivery Times quoted by OA for 5.1 The Goods shall be delivered to and/or the Delivery of Goods are estimates only. OA will use reasonable endeavours to deliver the Goods to Works or Services shall be performed within business hours at the Delivery Address on the date or before within the Delivery Time period specified in the Order. OA shall not be liable for any Claim Specification or Loss as otherwise specified or agreed by the Customer or any third party for a delay, inability or failure to effect a Delivery by the Delivery Time or at all. Any delay, inability or a failure by OA to effect a Delivery shall not entitle the Customer to treat this Agreement as repudiated by OABuyer in writing. 9.2 OA may notify 5.2 Where the Customer date of a new Delivery Time in delivery of the circumstancesGoods and/or performance of the Services is to be specified after the placing of the Purchase Order, the Provider shall give the Buyer reasonable notice of the specified date. 9.3 OA reserves 5.3 A delivery note which specifies the right to cancel an Order Confirmation at any time before or following the Delivery Time. OA shall not be liable for any Claim or Loss whatsoever arising from such cancellation. Provided the Customer is not at fault for the cancellation, OA will refund any deposit or monies paid by the Customer in relation to any invoice/s issued by OA in respect number of the Order. 9.4 Any term relating to the quantity of Goods is not a fundamental term (Purchase Order shall accompany each delivery or the essence) of this Agreement. OA reserves the right to make partial deliveries against an Order and to invoice each partial Delivery separately and the Customer cannot reject Goods on the basis of a partial Delivery. 9.5 Where Goods remain in the possession of OA after the Delivery Time (including where the Customer fails for whatever reason to take Delivery of the Goods), OA is entitled to charge the Customer for all Claims or Losses occasioned by the Customer in not accepting Delivery, together with any Claims or Losses in respect of the carriage, care and custody of the Goods. 9.6 Unless otherwise agreed in writing by OA, all Goods will be delivered to the Delivery Address. The Customer must ensure that it or its employees or agents are in attendance at the Delivery Address at the agreed time or agreed period to accept Delivery consignment of the Goods and to acknowledge receipt upon the consignment note or invoice accompanying the Goods. The Customer warrants that the person who signs the delivery notice is authorised to receive must be displayed prominently. 5.4 If the Goods on their behalfare to be delivered and/or the Works or Services are to be performed by instalments, the Contract will be treated as a single contract and will not be severable. 9.7 A quantity, description, date and place of Delivery, as indicated on OAs invoice or dispatch note, 5.5 The Buyer shall be referenced as evidence of quantityentitled to reject any Goods delivered which are not in accordance with the Contract, descriptionand shall not be deemed to have accepted any Goods until the Buyer has had reasonable time to inspect them following delivery or, date and place of Delivery of if later, within a reasonable time after any latent defect in the GoodsGoods has become apparent. 9.8 If 5.6 The Provider shall supply the Customer fails Buyer in good time with any instructions or other information required to take Delivery enable the Buyer to accept delivery of the Goods on and/or performance of the specified date, and the Order is returned to OA, a second delivery charge may be imposedWorks or Services. 9.9 OA may arrange 5.7 The Buyer shall not be required to return to the Provider any packaging or packaging materials for the storage and carriage of Goods by couriers, contractors or sub-contractors. Notwithstanding any specific instructions given by the Customer as to the mode of carriage of Goods, and in the exercise of its absolute discretion, OA may have Goods carried whether or forwarded by any method which it deems fit. 9.10 Unless otherwise agreed in writing by OA, the cost of freight of Goods from the OA warehouse shall be paid for by the Customer. 9.11 Unless otherwise specified in a Quote, Goods shall be packed in OA standard packing. The cost of any special packing and packing materials required by the Customer shall be at the Customer’s expense. 9.12 A fixed $21.50 surcharge will be payable on the shipment of any dangerous Goods within an Order or such other surcharge amount as OA may in it's absolute discretion determine is applicable to the Order as specified in the Order Confirmation. 9.13 A fixed surcharge will be payable for any special and/or custom Orders which alters the original products by slitting, cutting or any other alteration of the product as specified in the Order Confirmation. 9.14 Once not the Goods are altered, no returns or cancellations will be accepted unless by the Buyer. 5.8 If the Goods are deemed not delivered and/or the Works or Services are not performed on the due date then, without prejudice to any other remedy, the Buyer shall be defectiveentitled to deduct from the Price or, if the Buyer has already paid the Price, to claim from the Provider an amount equal to the additional costs incurred by the Buyer as a result of the delay. 9.15 Where Orders are freighted on a pallet provided by OA5.9 Risk of damage to or loss of the Goods shall pass to the Buyer upon delivery to the Buyer in accordance with the Contract. 5.10 The property in the Goods shall pass to the Buyer upon delivery, OA may apply a fixed pallet charge unless payment for the Goods is made prior to this order based delivery, where it shall pass to the Buyer once payment has been made and the Goods have been appropriated to the Contract. 5.11 Whilst on the size of pallet required as specified in Buyer’s premises the Order Confirmation. Due Provider shall comply with the Buyer's rules and regulations relating to the dimensions and weight of pallet orders, OA may be required to have Goods carried by any method which it deems fitPremises.

Appears in 1 contract

Sources: Conditions of Purchase

Delivery. 9.1 Any Delivery Times timeframes quoted by OA for the Delivery of Goods are estimates only. . 9.2 OA will use reasonable endeavours shall not be liable for delay or any failure or inability to deliver the Goods to the Delivery Address on or before the Delivery Time specified in the Order. deliver. 9.3 OA shall not be liable for any Claim Claim, Loss or Loss by the Customer or any third party for a delay, inability or failure damage whatsoever due to effect a Delivery by the Delivery Time or at all. Any delay, inability or a failure by OA to effect a Delivery deliver the Goods promptly or at all. 9.4 The failure of OA to deliver shall not entitle the Customer to treat this Agreement as repudiated by OArepudiated. 9.2 OA may notify the Customer of a new Delivery Time in the circumstances. 9.3 9.5 OA reserves the right to cancel withdraw an Order Confirmation at any time before or following the Delivery Time. OA shall Time and will not be liable for any Claim or Loss whatsoever arising from such cancellation. Provided the Customer is not at fault for the cancellation, OA will refund its failure to deliver any deposit or monies paid by the Customer in relation to any invoice/s issued by OA in respect all of the OrderGoods. 9.4 9.6 Any term of this Agreement relating to the quantity of Goods is not a fundamental term (or the essence) essence of this the Agreement. OA reserves the right to make partial deliveries against an Order and to invoice each partial Delivery separately and the Customer cannot reject Goods on the basis of a partial Delivery. 9.5 9.7 Where Goods remain in the possession of OA after the Delivery Time (including where the Customer fails for whatever reason to take Delivery of the Goods), OA is entitled to charge the Customer for all Claims or Losses occasioned by the Customer in not accepting Delivery, together with any Claims or costs and Losses in respect of the carriage, care and custody of the Goods. 9.6 9.8 Unless otherwise agreed in writing by OA, all Goods will be delivered to the Delivery Address. . 9.9 The Customer must ensure that it or its employees or agents are in attendance at the Delivery Address at the agreed time or agreed period to accept Delivery of the Goods and to acknowledge receipt upon the consignment note or invoice accompanying the Goods. . 9.10 The Customer warrants that the person who signs the delivery Delivery notice is authorised to receive the Goods on their behalf. 9.7 9.11 A quantity, description, date and place of Delivery, as indicated on OAs invoice or dispatch note, shall be referenced as evidence of quantity, description, date and place of Delivery of the Goods. 9.8 9.12 If the Customer fails to take Delivery delivery of the Goods on the specified date, and the Order is returned to OA, a second delivery charge may be imposed. 9.9 9.13 OA may arrange for the storage and carriage of Goods by couriers, contractors or sub-contractors. Notwithstanding any specific instructions given by the Customer as to the mode of carriage of Goods, and in the exercise of its absolute discretion, OA may have Goods carried or forwarded by any method which it deems fit. 9.10 9.14 Unless otherwise agreed in writing by OAOA from time to time, the cost of freight of Goods from the OA warehouse shall be paid for by the Customer. 9.11 9.15 Unless otherwise specified in a Quote, Goods shall be packed in OA standard packing. The cost of any special packing and packing materials required by the Customer shall be at the Customer’s expense. 9.12 9.16 A fixed $21.50 15.00 surcharge will be payable on the shipment of any dangerous Goods within an Order or such other surcharge amount as OA may in it's its absolute discretion determine is applicable to the Order as specified in the Order ConfirmationOrder. 9.13 9.17 A fixed surcharge will be payable for any special and/or custom Orders which alters the original products by slitting, cutting or any other alteration of the product as specified in the Order Confirmation. 9.14 product. Once the Goods are altered, no returns or cancellations will be accepted unless the Goods are deemed to be defectivefaulty. 9.15 Where Orders are freighted on a pallet provided by OA, OA may apply a fixed pallet charge to this order based on the size of pallet required as specified in the Order Confirmation. Due to the dimensions and weight of pallet orders, OA may be required to have Goods carried by any method which it deems fit.

Appears in 1 contract

Sources: Terms and Conditions of Sale

Delivery. 9.1 Any The Supplier shall ensure that: the Goods are packed in a validated container using a validated method and secured in such manner as to maintain the quality and integrity of the product up until the arrival at the agreed destination; each delivery of the Goods is accompanied by (i) a delivery note which shows the date of the Order, the Order number (if any), the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and (ii) any other documentation required by the Technical Agreement and this Agreement; it is available at the request of the Customer outside normal business hours, in order to address the requirements of any emergency in a timely fashion. The Supplier shall deliver the Goods in accordance with the lead times specified in Schedule 1 or as otherwise instructed by the Customer. Time shall be of the essence in respect of this Clause 8. If the Supplier fails to comply with the time requirement referred to in this Clause 8, the Customer, without prejudice to its other rights under the Contract, shall be under no obligation to make payment in respect of any Goods that are not accepted. Delivery Times quoted by OA shall be made during the Customer’s usual business hours unless otherwise agreed. [Delivery of the Goods shall take place and ownership in the Goods will pass on the completion of the physical transfer of the Goods from the Supplier or its agents to the Customer or its agents at the delivery address as set out in the Order. Risk of damage to or loss of the Goods (including, without limitation, the risk of deterioration in transit) shall pass to the Customer in accordance with the relevant provision of Incoterms identified in the Order or, where Incoterms are not specified for any reason or do not apply, the risk in the Goods shall pass to the Customer on completion of physical delivery. The Supplier shall keep the Goods insured until risk passes to the Customer and shall retain the insurance and any proceeds thereof together with all its rights against any carrier of the Goods, on trust for the Delivery Customer until the Supplier has fulfilled all its obligations under the Contract and this Agreement (including, without limitation, the Technical Agreement) to the Customer's satisfaction. Where the Supplier is required to demonstrate to its local licencing authority that it has met its obligations for export, it shall export the Goods, collate all requirement documentation and permits to ensure that the Goods are cleared for export and deliver the same to the Customer or its agent. Unless otherwise agreed in the Contract between the Supplier and the Customer with respect to importation of Goods into the country of delivery, the Supplier shall: support and assist the Customer in any way required by local law, or as may reasonably be necessary or desirable, to provide documents required by the Customer to facilitate importation of goods and prompt clearance through customs in the country of delivery; and upon reception of a full set of shipping documents by the Customer or its agent, the Customer shall ultimately be responsible for ensuring that the Goods are estimates authorised for importation by the government in the country of delivery, and cleared through customs. Upon dispatch, the Supplier will immediately dispatch to SCI by email unless otherwise agreed and the consignee by courier the following documents listed and any other documents requested on the Order and the Technical Agreement: Two certified commercial invoices showing the price of Goods [and in the case of EHU Emergency Kits only, three copies]. OA Two Certificates of Origin. Two Certificates of in-house Analysis, where applicable. Two original copies of packing list. SCI Certification of donation, if required, which will use be supplied by SCI Where the Supplier is providing international transportation services, the Supplier should also provide, in addition to any documentation set out in the Technical Agreement: one original and two copies of the negotiable, clean, on-board ▇▇▇▇ of marked “Freight prepaid” and two copies of non-negotiable ▇▇▇▇ of landing when Goods are sent through sea or Original Air way ▇▇▇▇ when Goods are sent through air. two copies of the Insurance Certificate, if required Two copies of the Supplier’s/manufacturer’s warranty, if required. SCI may also request the following documents, which the Supplier must be able to provide if requested: Good Manufacturing Practices Certificate (GMP) for the source manufacturer and manufacturing site of each product. International Organization for Standardization Certificate (ISO) (as appropriate or equivalent certification from any Stringent Regulatory Authority (SRA). Certificate of Finished Pharmaceutical products (▇▇▇▇). Registration documents in manufacturing country and/or Stringent Regulatory Authority Country (SRA). Any other document that may be specified in the Contract, in any Schedule (including, without limitation, the Technical Agreement), or at the time of each procurement process and/or Order. If any Goods/services are not supplied on or by the agreed date then, SCI shall, without prejudice to its other remedies, be entitled to deduct 1% of the overall contract price, for each week’s delay, up to a total of 10% the contract price. The Customer shall not be deemed to have accepted any Goods until the Customer has had reasonable endeavours time to deliver inspect them following delivery or, if later, within a reasonable time after any latent defect in the Goods has become apparent. Signature of a delivery note shall not constitute or imply acceptance by the Customer. For the avoidance of doubt, payment will not be considered as being an acceptance of the Goods or acknowledgement of receipt by the Customer who has the right to reject the Goods and request reimbursement in case of non-compliance with the requirements of the present Contract. The Customer shall not be obliged to return to the Supplier any packaging or packing materials for the Goods, whether or not any Goods are accepted by the Customer. The Customer shall be entitled to reject any Goods delivered which do not conform with the Contract within a reasonable time of delivery. If any Goods are so rejected, at the Customer's option, the Supplier shall forthwith re-supply substitute Goods which conform with the Contract. Alternatively, the Customer may cancel the Contract and claim costs and direct damages from the Supplier. If the Customer rejects any Goods, the property and risk shall immediately revert to the Supplier. Rejected Goods shall be returned to the Supplier at its expense and the Supplier shall reimburse the Customer for the storage costs and any other expenses incurred by the Customer in respect of them. Pharmacovigilance Each Party will be responsible to do their part to ensure patient safety, to meet all local and national regulatory requirements and to generally comply with current international guidelines for Good Pharmacovigilance Practices as promulgated by the World Health Organisation (“WHO”). The Parties shall immediately inform each other upon receiving information or communication regarding any possible safety actions or any ongoing evaluations concerning the safety related to the Products. The Parties shall provide a copy of any written communication to each other, if necessary accompanied by an English translation. Where applicable, the Parties shall collaborate in handling the safety actions. Each Party must immediately inform the other upon becoming aware of changes to the safety profile of the Products. Reports must be submitted within 5 days for serious incidents and 30 days for non-serious incidents. Customer Remedies Without prejudice to the provisions of the Technical Agreement, if the Goods are not delivered in accordance with the applicable Contract or if following inspection or testing the Customer considers that the Goods do not conform or are unlikely to comply with the Supplier's undertakings at Clause 7.2, whether or not it has accepted, acknowledged receipt or paid for the Goods, the Customer may exercise any one or more of the following remedies: to terminate the Agreement or the applicable Contract; to reject the Goods (in whole or in part); to require the Supplier to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods (if paid); to refuse to accept any subsequent delivery of the Goods which the Supplier attempts to make; to recover from the Supplier any costs incurred by the Customer in obtaining substitute goods from a third party; and to claim damages for any other costs, loss or expenses incurred by the Customer which are in any way attributable to the Supplier's failure to carry out its obligations under the Contract including storage costs. If any Goods are so rejected, the property and risk shall immediately revert to the Supplier and the Supplier shall arrange for and bear the risk and expenses associated with the destruction or return of the rejected Goods. Warranties The Supplier warrants to the Customer that: it has all authorisations from all relevant third parties to enable it to supply the Goods without infringing any applicable law, regulation, code or practice or any third party’s rights and has all necessary internal authorisations to approve the execution and performance under the Agreement and/or any Contract and will produce evidence of that action to the Customer on its request; it will ensure that the Customer is made aware of all relevant requirements of any applicable law, regulation or code of practice which applies or is relevant to the supply of the Goods to the Delivery Address Customer; information in written or electronic format supplied by, or on behalf of, the Supplier to the Customer at any stage during the tender process, the negotiation process, the due diligence process or before the Delivery Time specified term of the Agreement was complete and accurate in all material respects at the Order. OA shall time it was supplied, and any amendments or changes to the previously supplied information will be provided to the Customer without delay; it will not be liable for and will procure that none of its employees will accept any Claim commission, gift, inducement or Loss by other financial benefit from any supplier or potential supplier of the Customer; and none of its directors or officers or any of the employees of the Supplier has any interest in any other supplier or potential supplier of the Customer or is a party to, or are otherwise interested in, any third party for other transaction or arrangement with the Customer. In case of any situation constituting or likely to lead to a delaybreach of a warranty in Clause 11.1 during the term of the Agreement, inability or failure to effect a Delivery by the Delivery Time or at all. Any delay, inability or a failure by OA to effect a Delivery shall not entitle the Customer to treat this Agreement as repudiated by OA. 9.2 OA may Supplier shall: notify the Customer in writing and without delay of a new Delivery Time in such breach; and take all necessary steps to rectify this situation including replacement of the circumstances. 9.3 OA relevant Goods where appropriate. The Customer reserves the right to cancel an verify that the measures taken are appropriate and to request additional steps are taken within a specified time period. Failure to implement the requested measures may lead to the termination of the Agreement and/or any Contract. These rights are without prejudice to the Customer’s rights in Clause 20. Key contacts and service reviews The relevant contacts are as follows: Customer Contact Supplier Contact First contact Name: [**] Title: [**] Email address: [**] Tel: [**] Name: [**] Title: [**] Email address: [**] Tel: [**] Second contract Name: [**] Title: [**] Email address: [**] Tel: [**] Name: [**] Title: [**] Email address: [**] Tel: [**] Purchase Order Confirmation at any time before or following the Delivery Time. OA shall not Forms may only be liable for any Claim or Loss whatsoever arising from such cancellation. Provided the Customer is not at fault for the cancellation, OA will refund any deposit or monies paid by the Customer in relation to any invoice/s issued by OA a person named in respect of the Order. 9.4 Any term relating to the quantity of Goods is not this Agreement as a fundamental term (or the essence) of this AgreementCustomer Contact in Schedule 3. OA The Customer reserves the right to make partial deliveries against an Order and to invoice each partial Delivery separately and the Customer cannot reject Goods on the basis of conduct a partial Delivery. 9.5 Where Goods remain in the possession of OA after the Delivery Time (including where the Customer fails for whatever reason to take Delivery formal review of the Goods), OA is entitled to charge the Customer for all Claims or Losses occasioned by the Customer in not accepting Delivery, together with any Claims or Losses in respect Agreement after 12 months. The Parties shall carry out regular reviews of the carriage, care and custody of the Goods. 9.6 Unless Agreement every 12 months or as otherwise agreed in writing by OA, all Goods will be delivered to the Delivery Addressagreed. The Customer must ensure that it or its employees or agents are review meetings shall comprise the Contacts named in attendance at the Delivery Address at the agreed time or agreed period to accept Delivery of the Goods and to acknowledge receipt upon the consignment note or invoice accompanying the Goods. The Customer warrants that the person who signs the delivery notice is authorised to receive the Goods on their behalfthis Clause 12. 9.7 A quantity, description, date and place of Delivery, as indicated on OAs invoice or dispatch note, shall be referenced as evidence of quantity, description, date and place of Delivery of the Goods. 9.8 If the Customer fails to take Delivery of the Goods on the specified date, and the Order is returned to OA, a second delivery charge may be imposed. 9.9 OA may arrange for the storage and carriage of Goods by couriers, contractors or sub-contractors. Notwithstanding any specific instructions given by the Customer as to the mode of carriage of Goods, and in the exercise of its absolute discretion, OA may have Goods carried or forwarded by any method which it deems fit. 9.10 Unless otherwise agreed in writing by OA, the cost of freight of Goods from the OA warehouse shall be paid for by the Customer. 9.11 Unless otherwise specified in a Quote, Goods shall be packed in OA standard packing. The cost of any special packing and packing materials required by the Customer shall be at the Customer’s expense. 9.12 A fixed $21.50 surcharge will be payable on the shipment of any dangerous Goods within an Order or such other surcharge amount as OA may in it's absolute discretion determine is applicable to the Order as specified in the Order Confirmation. 9.13 A fixed surcharge will be payable for any special and/or custom Orders which alters the original products by slitting, cutting or any other alteration of the product as specified in the Order Confirmation. 9.14 Once the Goods are altered, no returns or cancellations will be accepted unless the Goods are deemed to be defective. 9.15 Where Orders are freighted on a pallet provided by OA, OA may apply a fixed pallet charge to this order based on the size of pallet required as specified in the Order Confirmation. Due to the dimensions and weight of pallet orders, OA may be required to have Goods carried by any method which it deems fit.

Appears in 1 contract

Sources: Framework Agreement

Delivery. 9.1 Any Delivery Times quoted 10.1 Subject to the provisions of the CPA (if applicable), any delivery date indicated by OA the Supplier shall merely be regarded as the estimated date of delivery and shall not bind the Supplier to effect delivery on or 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 right or remedy against the Supplier, its servants, agents or any other persons for whom it is liable in law (in whose favour this constitutes a stipulation ▇▇▇▇▇▇) whether for losses, costs, damages, expenses, interest or otherwise (not limited ejusdem generis) on account of delays in effecting delivery, partial delivery or non delivery, whether occasioned by any negligent (including grossly negligent) act or omission on the Delivery part of the Supplier, its servants, agents or any other persons for whom it is liable in law, or not. 10.3 If delivery of any particular order is to be effected in packs, the Supplier shall not be obliged to deliver any parts of the order unless any part of the order which has already been delivered has been paid. The Supplier is not obliged to accept the return of any Goods and this clause shall not be used to imply that the Supplier shall be obliged to accept the return of any Goods. 10.4 The Supplier shall have the right to deliver any portion of the Goods sold, or making provision for delivery of all the Goods sold and to invoice the Customer therefore\ and the Customer shall accept such Goods when tendered. 10.5 If Goods are to be delivered by road, the Customer shall be obliged to ensure that the delivery destination shall be easily accessible to road transport vehicles. The Customer shall be responsible for off-loading the Goods at the delivery destination. If Goods are to be delivered by rail, the Customer shall be responsible for collection of Goods at the railhead. 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. 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 the Supplier in writing within 3 business days of the delivery of the Goods of the claim in question and the Goods relating to such claim furnishing full details in regard thereto. The Customer shall bear the onus of proving that upon delivery, any Goods are estimates only. OA will use reasonable endeavours missing or damaged or that the Customer’s order was in any way not complied with. 10.7 If the Supplier is unable to deliver the Goods to the Delivery Address on or before the Delivery Time specified in the Order. OA shall not be liable for any Claim or Loss by the Customer or any third party for a delay, inability or failure to effect a Delivery by the Delivery Time or at all. Any delay, inability or a failure by OA to effect a Delivery shall not entitle the Customer to treat this Agreement as repudiated by OA. 9.2 OA may notify the Customer of a new Delivery Time in the circumstances. 9.3 OA reserves the right to cancel an Order Confirmation at any time before or following the Delivery Time. OA shall not be liable for any Claim or Loss whatsoever arising from such cancellation. Provided the Customer is not at fault for the cancellation, OA will refund any deposit or monies paid by the Customer in relation due to any invoice/s issued by OA in respect act or omission on the part of the Order. 9.4 Any term relating to Customer, the quantity of Goods is not a fundamental term (or the essence) of this Agreement. OA reserves the right to make partial deliveries against an Order and to invoice each partial Delivery separately and the Customer cannot reject Goods on the basis of a partial Delivery. 9.5 Where Goods remain in the possession of OA after the Delivery Time (including where the Customer fails for whatever reason to take Delivery of the Goods), OA is Supplier shall be entitled to charge the Customer for all Claims or Losses occasioned by the Customer in not accepting Delivery, together with any Claims or Losses in respect of the carriage, care and custody storage of the Goods. 9.6 Unless otherwise agreed in writing by OA10.8 The Customer shall be obliged to furnish information necessary to enable delivery of the relevant Goods to be effected and if the Customer fails or refuses to do so, all or if it fails or refuses to take delivery, the Goods will shall without prejudice to the provisions of clause 10.7, be deemed to have been delivered to the Delivery AddressCustomer upon notification by the Supplier to the Customer to that effect. 10.9 If the Supplier agrees to engage a third party to transport the Goods, the Supplier is hereby authorised to engage a third party on the Customer’s behalf and on the terms deemed fit by the Supplier. The Customer must ensure hereby indemnifies the Supplier against any claims that it or its employees or agents are in attendance at may arise from such Agreement against the Delivery Address at the agreed time or agreed period to accept Delivery of the Goods and to acknowledge receipt upon the consignment note or invoice accompanying the GoodsSupplier. The Customer warrants that shall reimburse the person who signs the delivery notice is authorised to receive the Goods on their behalf. 9.7 A quantitySupplier for any costs incurred in arranging special delivery, description, date and place of Delivery, as indicated on OAs invoice or dispatch note, shall be referenced as evidence of quantity, description, date and place of Delivery of the Goods. 9.8 If the Customer fails to take Delivery of the Goods on the specified date, and the Order is returned to OA, a second delivery charge may be imposed. 9.9 OA may arrange for the storage and carriage of Goods by couriers, contractors or sub-contractors. Notwithstanding any specific instructions given by the Customer as to the mode of carriage of Goods, and in the exercise of its absolute discretion, OA may have Goods carried or forwarded by any method which it deems fit. 9.10 Unless otherwise agreed in writing by OAincluding but not restricted to, the cost costs of freight of Goods from necessary disbursements and insurance. Any documentation purporting to evidence the OA warehouse shall be paid for by the Customer. 9.11 Unless otherwise specified in a Quote, Goods shall be packed in OA standard packing. The cost of any special packing and packing materials required by the Customer shall be at the Customer’s expense. 9.12 A fixed $21.50 surcharge said extra costs will be payable on the shipment of any dangerous Goods within an Order or such other surcharge amount as OA may in it's absolute discretion determine is applicable to the Order as specified in the Order Confirmation. 9.13 A fixed surcharge will be payable for any special and/or custom Orders which alters the original products by slitting, cutting or any other alteration of the product as specified in the Order Confirmation. 9.14 Once the Goods are altered, no returns or cancellations will be accepted unless the Goods are deemed to be defectiveprima facie proof thereof. 9.15 Where Orders are freighted on a pallet provided by OA10.10 The Customer accepts that if it receives branded Goods of another Customer of the Supplier, OA may apply a fixed pallet charge to this order based on it will reject these Goods and notify the size of pallet required as specified in the Order Confirmation. Due to the dimensions and weight of pallet orders, OA may be required to have Goods carried by any method which it deems fitSupplier immediately upon receipt.

Appears in 1 contract

Sources: Terms and Conditions

Delivery. 9.1 Any Delivery Times quoted by OA for the Delivery of Goods are estimates only. OA will use reasonable endeavours to ‌ (a) (Delivery) The Supplier must deliver the Goods and provide the Services to BEN at the Delivery Location(s) on or by the Delivery Date(s). All Goods supplied must be free from Encumbrances and must be packaged to ensure maximum protection against theft or damage during transit, storage, delivery, loading and unloading. (b) (Risk and Title) Risk of loss and damage to the Goods will pass to BEN upon delivery to the Delivery Address on or before Location. Title to the Delivery Time specified Goods will pass to BEN upon ▇▇▇ paying the Supplier for the Goods in the Order. OA shall not be liable for accordance with clause 8. (c) (Inspection) ▇▇▇ ▇▇▇ inspect any Claim or Loss by the Customer or any third party for a delay, inability or failure to effect a Delivery by the Delivery Time or at all. Any delay, inability or a failure by OA to effect a Delivery shall not entitle the Customer to treat Goods delivered under this Agreement as repudiated reasonably required by OA. 9.2 OA may notify ▇▇▇ to satisfy itself that the Customer delivered Goods comply with this Agreement. If, during any such inspection, ▇▇▇ identifies any non- compliance of a new Delivery Time the Goods with this Agreement (including any physical damage to or Faults in the circumstances. 9.3 OA reserves Goods or that the right Goods do not comply with the Specifications), ▇▇▇ ▇▇▇ reject the Goods which do not comply with the requirements of this Agreement (Non-Compliant Goods) by notice in writing to cancel an Order Confirmation the Supplier. The Supplier must, at any its own cost, collect the Non-Compliant Goods and re- supply Goods that comply with this Agreement to BEN within the time before or following the Delivery Timereasonably specified by ▇▇▇. OA shall not be liable for any Claim or Loss whatsoever arising from such cancellation. Provided the Customer is not at fault for the cancellation, OA This clause 6 will refund any deposit or monies paid by the Customer in relation to any invoice/s issued by OA apply again in respect of such re-supplied Goods. ▇▇▇ will not be obliged to pay the OrderFees as set out in the relevant Order until all fully complying Goods are delivered. 9.4 Any term relating (d) (Services) The Supplier must promptly notify BEN when the Services are completed. After an inspection, if ▇▇▇ becomes aware that the Services are not complete, ▇▇▇ will notify the Supplier of the reasons why ▇▇▇ considers that the Services are not complete and the date by which the Supplier must complete them. ▇▇▇ ▇▇▇ at any time, and where it is in ▇▇▇'s legitimate interests to do so, direct the Supplier to suspend providing all or part of the Services by providing the Supplier with 5 days' notice. If BEN provide the Supplier with notice that all or part of the Services must be suspended, the Supplier must promptly comply with any direction that ▇▇▇ ▇▇▇ give, and within 5 days comply with any direction to remove the Supplier’s Personnel from BEN Sites. Unless the Supplier has caused or contributed to the quantity reason for the suspension of Goods is not services, BEN will compensate the Supplier for its reasonable direct costs incurred as a fundamental term (or result of receiving notice of the essence) of this Agreement. OA reserves the right to make partial deliveries against an Order and to invoice each partial Delivery separately and the Customer cannot reject Goods on the basis of a partial Deliverysuspension. 9.5 Where Goods remain in (e) (Personnel) The Supplier is liable to BEN for the possession of OA after the Delivery Time (including where the Customer fails for whatever reason to take Delivery acts and omissions of the Goods), OA is entitled to charge Supplier's Personnel as if they were the Customer for all Claims acts or Losses occasioned by the Customer in not accepting Delivery, together with any Claims or Losses in respect omissions of the carriage, care and custody of the GoodsSupplier. 9.6 Unless otherwise agreed in writing by OA, all Goods will be delivered to (f) (Subcontracting) The Supplier must not subcontract the Delivery Address. The Customer must ensure that it or its employees or agents are in attendance at the Delivery Address at the agreed time or agreed period to accept Delivery performance of the Goods and to acknowledge receipt upon the consignment note or invoice accompanying the Goods. The Customer warrants that the person who signs the delivery notice is authorised to receive the Goods on their behalf. 9.7 A quantity, description, date and place of Delivery, as indicated on OAs invoice or dispatch note, shall be referenced as evidence of quantity, description, date and place of Delivery of the Goods. 9.8 If the Customer fails to take Delivery of the Goods on the specified date, and the Order is returned to OA, a second delivery charge may be imposed. 9.9 OA may arrange for the storage and carriage of Goods by couriers, contractors or sub-contractors. Notwithstanding any specific instructions given by the Customer as to the mode of carriage of Goods, and in the exercise of its absolute discretion, OA may have Goods carried or forwarded by any method which it deems fit. 9.10 Unless otherwise agreed in writing by OA, the cost of freight of Goods from the OA warehouse shall be paid for by the Customer. 9.11 Unless otherwise specified in a Quote, Goods shall be packed in OA standard packing. The cost of any special packing and packing materials required by the Customer shall be at the Customerobligations under this Agreement without BEN’s expense. 9.12 A fixed $21.50 surcharge will be payable on the shipment of any dangerous Goods within an Order or such other surcharge amount as OA may in it's absolute discretion determine is applicable to the Order as specified in the Order Confirmation. 9.13 A fixed surcharge will be payable for any special and/or custom Orders which alters the original products by slitting, cutting or any other alteration of the product as specified in the Order Confirmation. 9.14 Once the Goods are altered, no returns or cancellations will be accepted unless the Goods are deemed to be defective. 9.15 Where Orders are freighted on a pallet provided by OA, OA may apply a fixed pallet charge to this order based on the size of pallet required as specified in the Order Confirmation. Due to the dimensions and weight of pallet orders, OA may be required to have Goods carried by any method which it deems fit.prior written consent.‌

Appears in 1 contract

Sources: Purchase Order Terms and Conditions

Delivery. 9.1 4.1 Where a Contract provides for a single delivery without specifying a date, goods shall be delivered by the Seller within 14 days of their being ready. 4.2 Where a Contract provides for deferred deliveries without specifying all the delivery dates, all the deliveries shall be made within three months from the date of manufacture of the Goods unless an alternative period has been agreed in writing between the parties. 4.3 Any Delivery Times dates quoted for delivery are approximate only and the time of delivery is not of the essence. 4.4 In the event of failure to accept any delivery or failure to call off in accordance with an agreed delivery schedule, that delivery shall be immediately invoiced, and storage costs charged to the Customer’s account, the goods being held at the Customer’s risk. 4.5 Goods stored in accordance with clause 4.4 will be held for a maximum of three months before the Seller may resell or otherwise dispose of all or part of them. Where goods are resold, the Seller shall refund any sum paid by OA the Customer for such goods, less any shortfall in the Delivery price of Goods are estimates only. OA will use reasonable endeavours the goods and the Seller’s costs of storage and sale. 4.6 Each delivery shall constitute a separate contract and any failure or defect in any one delivery shall not invalidate the Contract as to the remaining deliveries. 4.7 The Seller shall have the option of revising an agreed delivery date or dates at any time if circumstances beyond the Seller’s control prevent it keeping to the originally agreed date or dates. 4.8 Subject to clauses 4.9 and 15, the Seller’s liability for failure to comply with the agreed delivery dates (as varied where necessary in accordance with this clause) or failure to deliver the Goods goods shall be limited to the Delivery Address on or before reimbursement to the Delivery Time specified Customer of the actual loss incurred by the Customer, but in no case exceeding the Order. OA value of the goods which are the subject of the late delivery. 4.9 The Seller shall not be liable for under clause 4.8 for: 4.9.1 any Claim event covered by clause 12; or 4.9.2 any loss of the Customer caused by changes to the Customer’s order or Loss delivery requirements or failure by the Customer to provide the Seller with adequate delivery or other relevant instructions; or 4.9.3 any third party for a delay, inability or failure to effect a Delivery by the Delivery Time or at all. Any delay, inability or a failure by OA to effect a Delivery shall not entitle loss of the Customer to treat this Agreement as repudiated by OA. 9.2 OA may notify the Customer of a new Delivery Time in the circumstances. 9.3 OA reserves the right to cancel an Order Confirmation at any time before or following the Delivery Time. OA shall not be liable for any Claim or Loss whatsoever arising from such cancellation. Provided the Customer is not at fault for the cancellation, OA will refund any deposit or monies paid by the Customer in relation to any invoice/s issued by OA in respect of the Order. 9.4 Any term relating to the quantity of Goods is not a fundamental term (or the essence) of this Agreement. OA reserves the right to make partial deliveries against an Order and to invoice each partial Delivery separately and the Customer cannot reject Goods on the basis of a partial Delivery. 9.5 Where Goods remain in the possession of OA after the Delivery Time (including where the Customer fails for whatever reason to take Delivery of the Goods), OA is entitled to charge the Customer for all Claims or Losses occasioned by the Customer in not accepting Delivery, together with any Claims or Losses in respect of the carriage, care and custody of the Goods. 9.6 Unless otherwise agreed in writing by OA, all Goods will be delivered to the Delivery Address. The Customer must ensure that it or its employees or agents are in attendance at the Delivery Address at the agreed time or agreed period to accept Delivery of the Goods and to acknowledge receipt upon the consignment note or invoice accompanying the Goods. The Customer warrants that the person who signs the delivery notice is authorised to receive the Goods on their behalf. 9.7 A quantity, description, date and place of Delivery, as indicated on OAs invoice or dispatch note, shall be referenced as evidence of quantity, description, date and place of Delivery of the Goods. 9.8 If the Customer fails to take Delivery of the Goods on the specified date, and the Order is returned to OA, a second delivery charge may be imposed. 9.9 OA may arrange for the storage and carriage of Goods by couriers, contractors or sub-contractors. Notwithstanding any specific instructions given by the Customer as to the mode of carriage of Goods, and in the exercise of its absolute discretion, OA may have Goods carried or forwarded caused by any method which it deems fittransportation service engaged to transport the goods. 9.10 Unless otherwise agreed in writing by OA, the cost of freight of Goods from the OA warehouse shall be paid for by the Customer. 9.11 Unless otherwise specified in a Quote, Goods shall be packed in OA standard packing. The cost of any special packing and packing materials required by the Customer shall be at the Customer’s expense. 9.12 A fixed $21.50 surcharge will be payable on the shipment of any dangerous Goods within an Order or such other surcharge amount as OA may in it's absolute discretion determine is applicable to the Order as specified in the Order Confirmation. 9.13 A fixed surcharge will be payable for any special and/or custom Orders which alters the original products by slitting, cutting or any other alteration of the product as specified in the Order Confirmation. 9.14 Once the Goods are altered, no returns or cancellations will be accepted unless the Goods are deemed to be defective. 9.15 Where Orders are freighted on a pallet provided by OA, OA may apply a fixed pallet charge to this order based on the size of pallet required as specified in the Order Confirmation. Due to the dimensions and weight of pallet orders, OA may be required to have Goods carried by any method which it deems fit.

Appears in 1 contract

Sources: Conditions of Sale

Delivery. 9.1 Any Delivery Times quoted by OA for shall be made at such times and to such locations as the Delivery Contract specifies. The time and date of Goods are estimates onlydelivery is of the essence. OA will use reasonable endeavours to If the Contractor does not deliver the Goods to at the Delivery Address on or before the Delivery Time time specified in the Order. OA Contract the Purchaser may, without prejudice to the Purchaser’s other rights and remedies: refuse any delivery and shall not be liable under any obligation to accept nor to pay for the Goods; or terminate the Contract either in whole or as regards those Goods only. If for any Claim or Loss reason the Purchaser is unable to take delivery of the Goods at the time specified in the Contract, the Contractor shall store the Goods safely and securely on behalf of the Purchaser until instructed to make delivery. The Purchaser shall reimburse the Contractor for any reasonable and proper storage costs actually incurred by the Customer or any third party for Contractor. Unless the Contract provides expressly to the contrary, delivery shall be free of charge to the Purchaser. With each delivery of Goods, the Contractor will provide a delaydelivery note providing particulars of the quantities, inability or failure to effect weights (on a Delivery package by package basis), batch codes and descriptions of the Goods delivered, and such other information reasonably specified by the Delivery Time Purchaser in advance of delivery. The signature or at allacceptance of a delivery note will not constitute evidence of acceptance of the Goods. Any delayAll Goods of a kind that customarily or in accordance with Good Industry Practice bear any ▇▇▇▇, inability tab, brand, label or other device indicating place of origin, inspection by any government or other body or standard of quality must be delivered with all the said marks, tabs, brands, labels, or other device intact. The batch codes disclosed on delivery notes must tally with information recorded by the Contractor about its manufacturing, purchasing or Sub-Contracting processes to allow rapid checks to be made by the Purchaser on its stocks of Goods in the event of a series of complaints about the Goods or a failure product recall. The Contractor must not issue, deliver, or supply in any manner any Goods to the Purchaser on an unsolicited basis or otherwise than in accordance with the Contract. The Purchaser may, by OA written notice to effect a Delivery shall not entitle the Customer to treat this Agreement as repudiated by OA. 9.2 OA may notify the Customer of a new Delivery Time in the circumstances. 9.3 OA reserves the right to cancel an Order Confirmation Contractor at any time before within 30 days of delivery, reject all or following any of the Delivery TimeGoods which fail to meet the requirements of the Contract, or Goods in a consignment which is deficient in weight, quantity or measure. OA If the Purchaser rejects any of the Goods pursuant to Clause 4.1, the Purchaser shall not be liable for any Claim or Loss whatsoever arising from such cancellation. Provided entitled, at its option: to have the Customer is not at fault for the cancellation, OA will refund any deposit or monies paid rejected Goods repaired by the Customer Contractor at the Contractor’s expense, without delay and in relation any event within 7 days of the rejection notice, so as to meet in all respects the requirements of the Contract; or to have the rejected Goods replaced by the Contractor at the Contractor’s expense, without delay and in any invoice/s issued by OA event within 7 days of the rejection notice, with Goods which comply in all respects with the requirements of the Contract; or to obtain from the Contractor, without delay, a full refund in respect of the Order. 9.4 Any term relating Goods concerned. The rights of the Purchaser in Clause 4.2 shall apply: without prejudice to the quantity of Goods is not a fundamental term (or the essence) of this Agreement. OA reserves the right to make partial deliveries against an Order its other rights and remedies; and to invoice each partial Delivery separately Goods as originally delivered, and to Goods repaired or replaced pursuant to that Clause. Unless the Purchaser elects for rejected Goods to be repaired, and agrees to that repair taking place at the Premises, any rejected Goods shall be removed by (and at the expense of) the Contractor within 7 days of the rejection notice. If the Contractor fails to remove rejected Goods within such period, the Purchaser may return the rejected Goods or any of them at the Contractor’s risk, and the Customer cannot reject Goods on Contractor will indemnify the basis of a partial Delivery. 9.5 Where Goods remain in the possession of OA after the Delivery Time (including where the Customer fails for whatever reason to take Delivery of the Goods), OA is entitled to charge the Customer for all Claims or Losses occasioned by the Customer in not accepting Delivery, together with any Claims or Losses Purchaser in respect of the carriagecost of carriage and any other costs incurred in relation to such return. The Purchaser’s rights and remedies as regards Goods which fail to meet the requirements of the Contract or Goods in a consignment which is deficient in weight, care and custody quantity or measure shall be unaffected if the loss or damage occurred in the transit of the Goods. 9.6 Unless otherwise agreed in writing by OA, all Goods will be delivered to the Delivery Address. The Customer must ensure that it or its employees or agents are in attendance at the Delivery Address at the agreed time or agreed period to accept Delivery of the Goods and to acknowledge receipt upon the consignment note or invoice accompanying the Goods. The Customer warrants that the person who signs the delivery notice is authorised to receive the Goods on their behalf. 9.7 A quantity, description, date and place of Delivery, as indicated on OAs invoice or dispatch note, shall be referenced as evidence of quantity, description, date and place of Delivery of the Goods. 9.8 If the Customer fails to take Delivery of the Goods on the specified date, and the Order is returned to OA, a second delivery charge may be imposed. 9.9 OA may arrange for the storage and carriage of Goods by couriers, contractors or sub-contractors. Notwithstanding any specific instructions given by the Customer as to the mode of carriage of Goods, and in the exercise of its absolute discretion, OA may have Goods carried or forwarded by any method which it deems fit. 9.10 Unless otherwise agreed in writing by OA, the cost of freight of Goods from the OA warehouse shall be paid for by the Customer. 9.11 Unless otherwise specified in a Quote, Goods shall be packed in OA standard packing. The cost of any special packing and packing materials required by the Customer shall be at the Customer’s expense. 9.12 A fixed $21.50 surcharge will be payable on the shipment of any dangerous Goods within an Order or such other surcharge amount as OA may in it's absolute discretion determine is applicable to the Order as specified in the Order Confirmation. 9.13 A fixed surcharge will be payable for any special and/or custom Orders which alters the original products by slitting, cutting or any other alteration of the product as specified in the Order Confirmation. 9.14 Once the Goods are altered, no returns or cancellations will be accepted unless the Goods are deemed to be defective. 9.15 Where Orders are freighted on a pallet provided by OA, OA may apply a fixed pallet charge to this order based on the size of pallet required as specified in the Order Confirmation. Due to the dimensions and weight of pallet orders, OA may be required to have Goods carried by any method which it deems fit.

Appears in 1 contract

Sources: Supply of Goods and Services Agreement

Delivery. 9.1 Any Delivery Times quoted by OA for 5.1 The Goods shall be delivered to and the Delivery of Goods are estimates only. OA will use reasonable endeavours to deliver Services shall be performed at the Goods to the Delivery Address on the date or before within the Delivery Time specified period stated in the OrderOrder during the Company’s usual business hours. OA shall not be liable for any Claim or Loss by the Customer or any third party for a delay, inability or failure to effect a Delivery by the Delivery Time or at all. Any delay, inability or a failure by OA to effect a Delivery shall not entitle the Customer to treat this Agreement as repudiated by OA. 9.2 OA may notify the Customer of a new Delivery Time in the circumstances. 9.3 OA The Company reserves the right to cancel issue alternative delivery requirements by written notice to the Supplier. 5.2 The time of delivery of the Goods and of performance of the Services in accordance with the Contract is of the essence of the Contract, in respect of all stages or instalments, where applicable. 5.3 Each delivery of Goods must be accompanied by a delivery note setting out full particulars of the Goods, delivery Address andquoting the Company’s Order number. The outside of each package will be clearly marked with the Company’s Order number, quantity, batch number and expiry date of contents (where applicable) and any other information appropriate to the Goods. 5.4 The Supplier shall supply the Company on delivery of the Goods or performance of the Services with all operating, maintenance, repair and safety data sheets and instructions and other information as are necessary for the safe operation of the Goods. Goods supplied or installed shall be designed, constructed, finished, packaged and marked in a proper manner and in accordance with the Company’s instructions, any statutory requirements and any requirements of the carriers. All necessary warning notices shall be clearly displayed so as to be safe and without risk to health and to reach the Address in an Order Confirmation at any time before or following the Delivery Time. OA undamaged condition. 5.6 The Company shall not be liable for obliged to return to the Supplier any Claim packaging or Loss whatsoever arising from such cancellation. Provided the Customer is not at fault packaging material for the cancellation, OA will refund Goods whether or not any deposit or monies paid Goods are accepted by the Customer in relation to any invoice/s issued by OA in respect of the OrderCompany. 9.4 Any term relating 5.7 If the Goods are to the quantity of Goods is not a fundamental term (be delivered or the essence) of this Agreement. OA Services are to be performed by instalments, the Contract shall be treated as a single contract and shall not be severable other than as expressly permitted in the Contract. 5.8 The Company shall not be deemed to have accepted the Goods, Materials or Services until the Company has expressly confirmed such acceptance in writing. 5.9 The Company reserves the right to make partial deliveries against an Order and mark the Goods immediately on Delivery for the purposes of security. The Company will not be deemed to invoice each partial Delivery separately and have accepted the Customer cannot reject Goods on if it marks them nor shall the basis of a partial Delivery. 9.5 Where Goods remain in the possession of OA after the Delivery Time (including where the Customer fails for whatever reason to take Delivery of the Goods), OA is Supplier be entitled to charge the Customer for all Claims or Losses occasioned by the Customer in not accepting Delivery, together with raise an objection on this ground to any Claims or Losses in respect of the carriage, care and custody subsequent rejection of the Goods. 9.6 Unless otherwise agreed in writing by OA, all Goods will be delivered to the Delivery Address. The Customer must ensure that it or its employees or agents are in attendance at the Delivery Address at the agreed time or agreed period to accept Delivery of the Goods and to acknowledge receipt upon the consignment note or invoice accompanying the Goods. The Customer warrants that the person who signs the delivery notice is authorised to receive the Goods on their behalf. 9.7 A quantity, description, date and place of Delivery, as indicated on OAs invoice or dispatch note, shall be referenced as evidence of quantity, description, date and place of Delivery of the Goods. 9.8 If the Customer fails to take Delivery of the Goods on the specified date, and the Order is returned to OA, a second delivery charge may be imposed. 9.9 OA may arrange for the storage and carriage of Goods by couriers, contractors or sub-contractors. Notwithstanding any specific instructions given by the Customer as to the mode of carriage of Goods, and in the exercise of its absolute discretion, OA may have Goods carried or forwarded by any method which it deems fit. 9.10 Unless otherwise agreed in writing by OA, the cost of freight of Goods from the OA warehouse shall be paid for by the Customer. 9.11 Unless otherwise specified in a Quote, Goods shall be packed in OA standard packing. The cost of any special packing and packing materials required by the Customer shall be at the Customer’s expense. 9.12 A fixed $21.50 surcharge will be payable on the shipment of any dangerous Goods within an Order or such other surcharge amount as OA may in it's absolute discretion determine is applicable to the Order as specified in the Order Confirmation. 9.13 A fixed surcharge will be payable for any special and/or custom Orders which alters the original products by slitting, cutting or any other alteration of the product as specified in the Order Confirmation. 9.14 Once the Goods are altered, no returns or cancellations will be accepted unless the Goods are deemed to be defective. 9.15 Where Orders are freighted on a pallet provided by OA, OA may apply a fixed pallet charge to this order based on the size of pallet required as specified in the Order Confirmation. Due to the dimensions and weight of pallet orders, OA may be required to have Goods carried by any method which it deems fit.

Appears in 1 contract

Sources: Terms and Conditions

Delivery. 9.1 Any Delivery Times quoted by OA for the Delivery of Goods are estimates only. OA will use reasonable endeavours to deliver the Goods to the Delivery Address on or before the Delivery Time specified in the Order. OA ▇▇▇▇▇▇ shall not be liable for any Claim damage as a result of any non-delivery or Loss by the Customer delay due to any cause beyond ▇▇▇▇▇▇’▇ reasonable control, including, without limitation, an act of God; act of Purchaser; embargo; other government act, regulation or request; fire; accident; strike; war; boycott; pandemic; slowdown; riot; or delay in transportation or inability to obtain necessary labor, materials, or manufacturing facilities. Under no circumstances will ▇▇▇▇▇▇ be liable to Purchaser or any third party for a delay, inability or failure claims related to effect a Delivery by the Delivery Time or at alllate delivery of goods. Any delay, inability or a failure by OA to effect a Delivery shall not entitle the Customer to treat this Agreement as repudiated by OA. 9.2 OA may notify the Customer of a new Delivery Time in the circumstances. 9.3 OA Fenner reserves the right to cancel an Order Confirmation substitute suitable alternative materials and components where necessary. Where the services are to be performed on Purchaser’s premises, Purchaser agrees to provide ▇▇▇▇▇▇ on a timely basis with such access, machine downtime, utilities and equipment as ▇▇▇▇▇▇ shall reasonably require in order to perform the services in accordance with the Agreement. If Purchaser fails to perform its obligations or shall fail to perform them in a timely manner, Purchaser acknowledges and agrees that ▇▇▇▇▇▇ shall be entitled to delay performance of the services, without penalty or liability of any kind, until such time as Purchaser has complied in all respects with its obligations and to increase the price for the services to reflect any increased cost to ▇▇▇▇▇▇ caused by Purchaser’s failure to perform or late performance. If delivery is delayed or deferred by Purchaser beyond the scheduled date, payment shall be due in full when ▇▇▇▇▇▇ is prepared to ship the goods or perform the services. The goods may thereafter, at ▇▇▇▇▇▇’▇ option, be stored at the risk and expense of Purchaser. If the applicable purchase order bears the notation “Customer Pick-Up” or if Purchaser is otherwise required under the terms of the applicable purchase order to take delivery of any goods from any ▇▇▇▇▇▇ facility, Fenner will notify Purchaser when such goods or any portion of such goods are available for receipt by Purchaser or its freight carrier and Purchaser or its designated freight carrier shall take delivery of such goods or any portion of such goods within five (5) calendar days of receipt of such notice. If Purchaser does not take delivery of such goods or any portion of such goods within five (5) calendar days of receipt of such notice, then ▇▇▇▇▇▇ shall have the right, at its election, to ship the goods or any portion of such goods directly to Purchaser at Purchaser’s sole expense or, alternatively, to store such goods or any portion of such goods at any time before ▇▇▇▇▇▇ facility subject to handling and storage fees reasonably determined by ▇▇▇▇▇▇. ▇▇▇▇▇▇ may at certain times provide goods or following the Delivery Time. OA shall not be liable for any Claim or Loss whatsoever arising from such cancellation. Provided the Customer is not at fault for the cancellation, OA will refund any deposit or monies paid by the Customer in relation services to any invoice/s issued by OA in respect of the Order. 9.4 Any term relating Purchaser prior to the quantity of Goods is not a fundamental term (or the essence) of this Agreement. OA reserves the right to make partial deliveries against an Order issuance, delivery and to invoice each partial Delivery separately and the Customer cannot reject Goods on the basis acceptance of a partial Delivery. 9.5 Where Goods remain in the possession of OA after the Delivery Time (including where the Customer fails for whatever reason corresponding purchase order. In such cases, Fenner will notify Purchaser that these Terms and Conditions shall apply to take Delivery of the Goods), OA is entitled to charge the Customer for all Claims or Losses occasioned by the Customer in not accepting Delivery, together with any Claims or Losses in respect of the carriage, care such transactions and custody of the Goods. 9.6 Unless otherwise agreed in writing by OA, all Goods will be delivered to the Delivery Address. The Customer must ensure that it or its employees or agents are in attendance at the Delivery Address at the agreed time or agreed period to accept Delivery of the Goods and to acknowledge receipt upon the consignment note or invoice accompanying the Goods. The Customer warrants that the person who signs the delivery notice is authorised to receive the Goods on their behalf. 9.7 A quantity, description, date and place of Delivery, as indicated on OAs invoice or dispatch note, Purchaser shall be referenced as evidence of quantity, description, date and place of Delivery of the Goods. 9.8 If the Customer fails to take Delivery of the Goods on the specified date, and the Order is returned to OA, a second delivery charge may be imposed. 9.9 OA may arrange for the storage and carriage of Goods by couriers, contractors or sub-contractors. Notwithstanding any specific instructions given by the Customer as to the mode of carriage of Goods, and in the exercise of its absolute discretion, OA may have Goods carried or forwarded by any method which it deems fit. 9.10 Unless otherwise agreed in writing by OA, the cost of freight of Goods from the OA warehouse shall be paid for by the Customer. 9.11 Unless otherwise specified in a Quote, Goods shall be packed in OA standard packing. The cost of any special packing and packing materials required by the Customer shall be at the Customer’s expense. 9.12 A fixed $21.50 surcharge will be payable on the shipment of any dangerous Goods within an Order or such other surcharge amount as OA may in it's absolute discretion determine is applicable to the Order as specified in the Order Confirmation. 9.13 A fixed surcharge will be payable for any special and/or custom Orders which alters the original products by slitting, cutting or any other alteration of the product as specified in the Order Confirmation. 9.14 Once the Goods are altered, no returns or cancellations will be accepted unless the Goods are deemed to be defectivehave accepted such Terms and Conditions upon ▇▇▇▇▇▇’▇ delivery of goods or performance of services. 9.15 Where Orders are freighted on a pallet provided by OA, OA may apply a fixed pallet charge to this order based on the size of pallet required as specified in the Order Confirmation. Due to the dimensions and weight of pallet orders, OA may be required to have Goods carried by any method which it deems fit.

Appears in 1 contract

Sources: Standard Terms and Conditions of Sale

Delivery. 9.1 Any Delivery Times quoted The Supplier shall Deliver the Goods and provide the Services in accordance with the Implementation Plan and Milestones. The issue by OA the Customer of a receipt note for delivered Equipment shall not constitute any acknowledgement of the Delivery condition, quantity or nature of that Equipment. Time of delivery in relation to commencing and/or supplying the Goods are estimates only. OA will use reasonable endeavours and/or Services shall be of the essence and if the Supplier fails to deliver the Goods and/or Services within the time specified in accordance with clause 4.1.1 and/or the Master Contract Schedule and/or any other Contract Document and without prior written Approval, the Customer may release itself from any obligation to accept and pay for the Delivery Address Goods and/or terminate the Contract, in either case without prejudice to any other rights and remedies of the Customer. Except where otherwise provided in the Contract, the Goods shall be installed and the Services provided by the Staff or the Sub-Contractors at such place or places as set out in the Master Contract Schedule and/or any other Contract Document. Where the Goods are delivered by the Supplier, the point of delivery shall be when the Goods are removed from the transporting vehicle at the Premises. Where the Goods are collected by the Customer, the point of delivery shall be when the Goods are loaded on the Customer’s vehicle. Except where otherwise provided in the Contract, delivery shall include the unloading, stacking or before installation of the Delivery Time Goods by the Staff or the Supplier’s suppliers or carriers at such place as the Customer or duly authorised person shall reasonably direct. In the event that not all of the Goods and/or Services are Delivered by the relevant Milestone Dates specified in the Order. OA Implementation Plan ("Undelivered Goods and/or Services") then the Customer shall not be liable entitled to withhold payment of the Contract Charges for any Claim Goods and/or Services that were not Delivered in accordance with the corresponding Milestone Date until such time as the Undelivered Goods and/or Services are Delivered. The Customer shall be under no obligation to accept or Loss pay for any Goods Delivered in excess of the quantity specified in the Master Contract Schedule and/or any other Contract Document. If the Customer elects not to accept such over-Delivered Goods it shall give notice in writing to the Supplier to remove them within five (5) Working Days and to refund to the Customer any expenses incurred by the Customer or any third party for as a delay, inability or failure to effect a result of such over-Delivery by the Delivery Time or at all. Any delay, inability or a failure by OA to effect a Delivery shall (including but not entitle the Customer to treat this Agreement as repudiated by OA. 9.2 OA may notify the Customer of a new Delivery Time in the circumstances. 9.3 OA reserves the right to cancel an Order Confirmation at any time before or following the Delivery Time. OA shall not be liable for any Claim or Loss whatsoever arising from such cancellation. Provided the Customer is not at fault for the cancellation, OA will refund any deposit or monies paid by the Customer in relation to any invoice/s issued by OA in respect of the Order. 9.4 Any term relating limited to the quantity costs of Goods is not a fundamental term (or the essence) of this Agreement. OA reserves the right to make partial deliveries against an Order moving and to invoice each partial Delivery separately and the Customer cannot reject Goods on the basis of a partial Delivery. 9.5 Where Goods remain in the possession of OA after the Delivery Time (including where the Customer fails for whatever reason to take Delivery of storing the Goods), OA is entitled to failing which the Customer may dispose of such Goods and charge the Customer Supplier for all Claims or Losses occasioned by the Customer in not accepting Delivery, together with any Claims or Losses in respect costs of the carriage, care and custody of the Goods. 9.6 Unless otherwise agreed in writing by OA, all Goods will be delivered to the Delivery Addresssuch disposal. The Customer must ensure that it or its employees or agents are risk in attendance at the Delivery Address at the agreed time or agreed period to accept Delivery of the Goods and to acknowledge receipt upon the consignment note or invoice accompanying the Goods. The Customer warrants that the person who signs the delivery notice is authorised to receive the Goods on their behalf. 9.7 A quantity, description, date and place of Delivery, as indicated on OAs invoice or dispatch note, shall be referenced as evidence of quantity, description, date and place of Delivery of the Goods. 9.8 If the Customer fails to take Delivery of the Goods on the specified date, and the Order is returned to OA, a second delivery charge may be imposed. 9.9 OA may arrange for the storage and carriage of Goods by couriers, contractors or subany over-contractors. Notwithstanding any specific instructions given by the Customer as to the mode of carriage of Goods, and in the exercise of its absolute discretion, OA may have Goods carried or forwarded by any method which it deems fit. 9.10 Unless otherwise agreed in writing by OA, the cost of freight of Goods from the OA warehouse shall be paid for by the Customer. 9.11 Unless otherwise specified in a Quote, Delivered Goods shall be packed in OA standard packing. The cost of any special packing and packing materials required by remain with the Customer shall be at the Customer’s expenseSupplier. 9.12 A fixed $21.50 surcharge will be payable on the shipment of any dangerous Goods within an Order or such other surcharge amount as OA may in it's absolute discretion determine is applicable to the Order as specified in the Order Confirmation. 9.13 A fixed surcharge will be payable for any special and/or custom Orders which alters the original products by slitting, cutting or any other alteration of the product as specified in the Order Confirmation. 9.14 Once the Goods are altered, no returns or cancellations will be accepted unless the Goods are deemed to be defective. 9.15 Where Orders are freighted on a pallet provided by OA, OA may apply a fixed pallet charge to this order based on the size of pallet required as specified in the Order Confirmation. Due to the dimensions and weight of pallet orders, OA may be required to have Goods carried by any method which it deems fit.

Appears in 1 contract

Sources: Call Off Contract

Delivery. 9.1 Any 19.1 Delivery Times quoted of cargo to the delivery address given by OA the Customer shall constitute proper delivery of the goods. 19.2 The Customer shall be required to place written orders with the Company for the Delivery delivery of Goods are estimates only. OA will use reasonable endeavours to deliver positioning of their vehicles at the Goods loading facilities, as the case may be, no less than seven (7) days prior to the Delivery date on which such vehicles are required for loading in respect of normal cargo. Where out of gauge special requirements exist as detailed hereinabove. 19.3 The order referred to above shall include the quantities of the goods to be loaded, the date on which the vehicles are required, the loading point, the date of the required delivery, the destination of the product as well as the dates upon which such product are to be delivered at their destination. 19.4 Limitation of Liability Resulting from Incorrect Address on supplied by Customer or before Failure to take delivery 19.4.1 The Customer shall properly and accurately furnish to the Delivery Time specified Company the name and address at which delivery of the goods will be made as well as all documents of necessity required to accompany the goods or such documents as the Company may require. The Company shall not be responsible nor incur any liability for any loss or incorrect delivery of goods due to an incorrect name and address being stated and in the Order. OA absence of gross negligence, the Company shall not be liable for any Claim or Loss loss in the event of delivery being effected to some other address. 19.4.2 In the event of a delivery being refused at an address nominated by the Customer in whole or in part, or in the event of the Company being unable to effect delivery by reason of the address being improperly or inaccurately stated, and being compelled to return the goods to the Customer’s address as stated hereinabove, then the Customer shall be liable for all costs incurred in the return of such goods whether on the same basis as originally agreed upon or any third party other basis whatsoever, or being compelled to dispose of such goods by reason of their perishable nature or for a delaywhatsoever other reason, inability or failure to effect a Delivery by the Delivery Time or at all. Any delay, inability or a failure by OA to effect a Delivery shall not entitle the Customer to treat this Agreement as repudiated by OA. 9.2 OA may notify the Customer of a new Delivery Time in the circumstances. 9.3 OA reserves the right to cancel an Order Confirmation at any time before or following the Delivery Time. OA Company shall not be liable for any Claim damage to or Loss whatsoever loss of such goods or any loss or damage arising from such cancellation. Provided the Customer is not at fault for the cancellation, OA will refund any deposit or monies paid by the Customer in relation to any invoice/s issued by OA in respect out of the Order. 9.4 Any term relating to the quantity of Goods is not a fundamental term (or the essence) of this Agreement. OA reserves the right to make partial deliveries against an Order disposal thereof and to invoice each partial Delivery separately and the Customer cannot reject Goods on the basis of a partial Delivery. 9.5 Where Goods remain in the possession of OA after the Delivery Time (including where the Customer fails for whatever reason to take Delivery of the Goods), OA is entitled to charge the Customer for all Claims or Losses occasioned by the Customer in not accepting Delivery, together with any Claims or Losses in respect of the carriage, care and custody of the Goods. 9.6 Unless otherwise agreed in writing by OA, all Goods will be delivered to the Delivery Address. The Customer must ensure that it or its employees or agents are in attendance at the Delivery Address at the agreed time or agreed period to accept Delivery of the Goods and to acknowledge receipt upon the consignment note or invoice accompanying the Goods. The Customer warrants that the person who signs the delivery notice is authorised to receive the Goods on their behalf. 9.7 A quantity, description, date and place of Delivery, as indicated on OAs invoice or dispatch note, shall be referenced as evidence of quantity, description, date and place of Delivery of the Goods. 9.8 If the Customer fails to take Delivery of the Goods on the specified date, and the Order is returned to OA, a second delivery charge may be imposed. 9.9 OA may arrange for the storage and carriage of Goods by couriers, contractors or sub-contractors. Notwithstanding any specific instructions given by the Customer as to the mode of carriage of Goods, and in the exercise of its absolute discretion, OA may have Goods carried or forwarded by any method which it deems fit. 9.10 Unless otherwise agreed in writing by OA, the cost of freight of Goods from the OA warehouse shall be paid for by the Customer. 9.11 Unless otherwise specified in a Quote, Goods shall be packed in OA standard packing. The cost of any special packing and packing materials required by the Customer shall be at liable to the Customer’s expenseCompany for all costs incurred in connection with the disposal of such goods. 9.12 A fixed $21.50 surcharge will 19.4.3 The Customer shall be payable on the shipment of any dangerous Goods within an Order or such other surcharge amount as OA may in it's absolute discretion determine is applicable to the Order as specified in the Order Confirmation. 9.13 A fixed surcharge will be payable for any special and/or custom Orders which alters the original products by slitting, cutting or any other alteration of the product as specified in the Order Confirmation. 9.14 Once the Goods are altered, no returns or cancellations will be accepted unless the Goods are deemed to be defectivebound by and to warrant the accuracy of all descriptions, values and other particulars furnished to the Company for customs, consular and other purposes, and shall be deemed to have indemnified the Company against all claims, losses, penalties, damages, expenses and fines whatsoever arising from any inaccuracy or omission, even if such inaccuracy or omission is not due to any negligence. 9.15 Where Orders 19.5 Whilst every effort is made to dispatch cargo as advised, the Company does not guarantee dispatch on any specific date and shall not be liable for any damages or failure to effect delivery/dispatch timeously for any reason beyond the Company’s reasonable control, including but not limited to inability to secure transport, labour, power, materials, equipment or supplies or by reason of an act of God, war, civil disturbance, riot, state of emergency, weather, strike, lockout or other disputes, fire, flood, drought or legislation. The Customer shall not be entitled to cancel any order by reason of such delay. 19.6 The Company shall not be liable for any delay or detention of the goods, for any loss, damage or deterioration therein, unless the date and time of delivery of the goods is expressly stipulated as being the essence of the contract and the terms are freighted on a pallet provided then accepted by OAthe Company. In any event the Company shall not be liable for any loss, OA may apply a fixed pallet charge damage or deterioration unless such delay or deterioration is attributable to this order based willful default or gross negligence on the size part of pallet required as specified in the Order Confirmation. Due to the dimensions and weight of pallet orders, OA may be required to have Goods carried by any method which it deems fit.Company

Appears in 1 contract

Sources: Transportation Agreement

Delivery. 9.1 (A) Any Delivery Times times quoted by OA for the Delivery of Goods delivery are estimates only. OA only and although the Seller will use all reasonable endeavours efforts to deliver the Goods Products in accordance with the times specified, failure to comply with such time shall not constitute a breach of this Contract. (B) Unless otherwise agreed in writing, the Seller shall be entitled to make partial deliveries by instalments and the terms and conditions herein contained shall apply to each partial delivery. (C) The risk in the Products passes to the Delivery Address Buyer on delivery of the Products. Until ownership has passed to the Buyer pursuant to Clause 8 the Buyer shall keep the products safe and insured against usual commercial risks and free from charge, lien or before other encumbrance. (D) Where the Delivery Time specified Buyer notifies the Seller that it is unable to take delivery of the products in accordance with the time stated in the Order. OA Order acceptance or within seven days of the Seller giving notice that the Products are ready for despatch, the Seller shall not endeavour to store the Products and the Buyer shall reimburse the Seller without delay all costs and storage charges incurred by the Seller until the time of delivery. (E) Where the Products are to be liable delivered by instalments or against call-off and the Buyer either (1) fails to accept any delivery when due or, in the case of call-offs, fails to accept outstanding deliveries within one month of the date of the Order acceptance, or (2) defaults in making any payment when due, then the Seller may cancel any or all subsequent deliveries and the Buyer shall compensate the Seller in full for any Claim loss or Loss by the Customer or any third party for a delay, inability or failure to effect a Delivery by the Delivery Time or at all. Any delay, inability or a failure by OA to effect a Delivery shall not entitle the Customer to treat this Agreement as repudiated by OA. 9.2 OA may notify the Customer of a new Delivery Time in the circumstances. 9.3 OA reserves the right to cancel an Order Confirmation at any time before or following the Delivery Time. OA shall not be liable for any Claim or Loss whatsoever expense arising from such cancellation. Provided cancellation and notwithstanding the Customer is not at fault Seller's duty to mitigate its loss shall compensate the Seller in full for the cancellation, OA will refund any deposit or monies paid by loss of the Customer in relation to any invoice/s issued by OA Price in respect of the Ordergoods ordered but not delivered. 9.4 Any term relating to the quantity of Goods is not a fundamental term (or the essence) of this Agreement. OA reserves the right to make partial deliveries against an Order and to invoice each partial Delivery separately and the Customer cannot reject Goods on the basis of a partial Delivery. 9.5 Where Goods remain in the possession of OA after the Delivery Time (including where the Customer fails for whatever reason to take Delivery of the Goods), OA is entitled to charge the Customer for all Claims or Losses occasioned by the Customer in not accepting Delivery, together with any Claims or Losses in respect of the carriage, care and custody of the Goods. 9.6 Unless otherwise agreed in writing by OA, all Goods will be delivered to the Delivery Address. The Customer must ensure that it or its employees or agents are in attendance at the Delivery Address at the agreed time or agreed period to accept Delivery of the Goods and to acknowledge receipt upon the consignment note or invoice accompanying the Goods. The Customer warrants that the person who signs the delivery notice is authorised to receive the Goods on their behalf. 9.7 A quantity, description, date and place of Delivery, as indicated on OAs invoice or dispatch note, shall be referenced as evidence of quantity, description, date and place of Delivery of the Goods. 9.8 If the Customer fails to take Delivery of the Goods on the specified date, and the Order is returned to OA, a second delivery charge may be imposed. 9.9 OA may arrange for the storage and carriage of Goods by couriers, contractors or sub-contractors. Notwithstanding any specific instructions given by the Customer as to the mode of carriage of Goods, and in the exercise of its absolute discretion, OA may have Goods carried or forwarded by any method which it deems fit. 9.10 Unless otherwise agreed in writing by OA, the cost of freight of Goods from the OA warehouse shall be paid for by the Customer. 9.11 Unless otherwise specified in a Quote, Goods shall be packed in OA standard packing. The cost of any special packing and packing materials required by the Customer shall be at the Customer’s expense. 9.12 A fixed $21.50 surcharge will be payable on the shipment of any dangerous Goods within an Order or such other surcharge amount as OA may in it's absolute discretion determine is applicable to the Order as specified in the Order Confirmation. 9.13 A fixed surcharge will be payable for any special and/or custom Orders which alters the original products by slitting, cutting or any other alteration of the product as specified in the Order Confirmation. 9.14 Once the Goods are altered, no returns or cancellations will be accepted unless the Goods are deemed to be defective. 9.15 Where Orders are freighted on a pallet provided by OA, OA may apply a fixed pallet charge to this order based on the size of pallet required as specified in the Order Confirmation. Due to the dimensions and weight of pallet orders, OA may be required to have Goods carried by any method which it deems fit.

Appears in 1 contract

Sources: Terms and Conditions

Delivery. 9.1 Any Delivery Times quoted by OA for the Delivery of Goods are estimates only. OA will use reasonable endeavours to deliver the Goods to the Delivery Address on or before the Delivery Time specified in the Order. OA shall not be liable for any Claim or Loss by the Customer or any third party for a delay, inability or failure to effect a Delivery by the Delivery Time or at all. Any delay, inability or a failure by OA to effect a Delivery shall not entitle the Customer to treat this Agreement as repudiated by OA. 9.2 OA may notify the Customer of a new Delivery Time in the circumstances. 9.3 OA reserves the right to cancel an Order Confirmation at any time before or following the Delivery Time. OA shall not be liable for any Claim or Loss whatsoever arising from such cancellation. Provided the Customer is not at fault for the cancellation, OA will refund any deposit or monies paid by the Customer in relation to any invoice/s issued by OA in respect of the Order. 9.4 Any term relating to the quantity of Goods is not a fundamental term (or the essencea) of this Agreement. OA reserves the right to make partial deliveries against an Order and to invoice each partial Delivery separately and the Customer cannot reject Goods on the basis of a partial Delivery. 9.5 Where Goods remain in the possession of OA after the Delivery Time (including where the Customer fails for whatever reason to take Delivery of the Goods), OA is entitled to charge the Customer for all Claims or Losses occasioned by the Customer in not accepting Delivery, together with any Claims or Losses in respect of the carriage, care and custody of the Goods. 9.6 Unless otherwise agreed in writing by OA, all Goods will be delivered to the Delivery Address. The Customer must ensure that it or its employees or agents are in attendance at the Delivery Address at the agreed time or agreed period to accept Delivery of the Goods and to acknowledge receipt upon the consignment note or invoice accompanying the Goods. The Customer warrants that the person who signs the delivery notice is authorised to receive the Goods on their behalf. 9.7 A quantity, description, date and place of Delivery, as indicated on OAs invoice or dispatch note, shall be referenced as evidence of quantity, description, date and place of Delivery of the Goods. 9.8 If the Customer fails to take Delivery of the Goods on the specified date, and the Order is returned to OA, a second delivery charge may be imposed. 9.9 OA may arrange for the storage and carriage of Goods by couriers, contractors or sub-contractors. Notwithstanding any specific instructions given by the Customer as to the mode of carriage of Goods, and in the exercise of its absolute discretion, OA may have Goods carried or forwarded by any method which it deems fit. 9.10 Unless otherwise agreed in writing by OA, the cost of freight of Goods from the OA warehouse shall be paid for by the Customer. 9.11 Unless otherwise specified in an applicable Order, title to a Quote, Goods Product sold pursuant to this Agreement shall pass at the time of shipment by Seller as described in Section 12.(b). Any loss or damage to a Product prior to the passing of title shall be packed in OA standard packing. The cost for the account and risk of any special packing Seller and packing materials required by after the Customer passing of title shall be at for the account and risk of Customer’s expense. 9.12 A fixed $21.50 surcharge will (b) Shipments of Product shall be payable made FOB Origin, freight collect or as otherwise specified on individual Order. When Customer requests Seller to arrange the shipment transportation of any dangerous Goods within an Order or such other surcharge amount as OA the Product, Seller shall ship Product freight collect in accordance with the GTE Shipping and Carrier Routing Instruction, Exhibit G (which Customer may in itrevise and provide to Seller), unless otherwise specified on Customer's absolute discretion determine Order. If Seller is applicable instructed by Customer to ship prepaid and added to the Order as specified in the Order Confirmation. 9.13 A fixed surcharge will be payable for any special and/or custom Orders which alters the original products by slittinginvoice, cutting or any other alteration of the product as specified in the Order Confirmation. 9.14 Once the Goods are altered, no returns or cancellations will be accepted unless the Goods are deemed to be defective. 9.15 Where Orders are freighted on Seller shall select a pallet provided by OA, OA may apply a fixed pallet charge to this order carrier based on the size best rate as negotiated by Seller, and Customer shall only pay Seller's net transportation costs, that include, but are not limited to, all applicable discounts, allowances and refunds. (c) Failure of pallet required as Seller to ship Product in accordance with Customer's freight routing instructions may result in charge-backs to Seller for excess freight charges. (d) Unless instructed otherwise by Customer. Seller shall, for Orders placed, (i) see that all subordinate documents bear Customer's Order number; (ii) enclose a packing list with each shipment and when more than one package is shipped, identify the one containing the packing list; (iii) ▇▇▇▇ Customer's Order number on all packages and shipping papers; (iv) render invoices showing Customer's Order number; (v) render separate invoices for each shipment or Order; (vi) forward shipping notices with invoices; (vii) invoice Customer by mailing or otherwise transmitting invoices, bills, and notices to the billing address on the Order; and (viii) make available a ▇▇▇▇ of lading upon request. (e) Standard delivery intervals for Product shall be specified in Exhibit H and may be amended only by a written document signed by both parties. Standard delivery intervals begin from the date of Seller's receipt of Customer's Order. (f) Seller shall ship Product to Customer within (i) the delivery intervals specified in Exhibit H (which do not include in-transit interval), or (ii) as otherwise provided by Seller to Customer in a firm price quotation, purchase order acknowledgement or other written means (provided that such time period is not longer than the time period specified in Exhibit H without Customer's written request or agreement). If Seller fails to meet a delivery date, Customer may require an expedited delivery, with any additional costs to be borne by Seller, or Customer may cancel all or part of the Order Confirmationin accordance with Section 8. Due to If Product is delivered ahead of the dimensions delivery date, Customer may withhold payment for Product until after the specified delivery date or place Product in storage, at Seller's expense, until the specified delivery date. (g) Product shall be packaged for shipment, at no additional charge, in commercially suitable containers, consistent with all applicable laws, that provide protection against damage during the shipment, handling and weight storage of pallet ordersthe Product in reasonably dry, OA may be required to have Goods carried by any method which it deems fitunheated quarters.

Appears in 1 contract

Sources: Product Purchase Agreement (Godigital Networks Corp)

Delivery. 9.1 Any Delivery Times quoted by OA for the Delivery of Goods are estimates only. OA 5.1 The Company will use all reasonable endeavours to deliver the Goods Products at the time notified by the Company to the Delivery Address on or before Buyer but delivery dates shall be regarded as estimates only and not of the Delivery Time specified in the Orderessence. OA The Company shall not be liable able for any Claim or Loss delay occasioned by any cause whatsoever beyond the Company’s control. If the Company (because of its own fault) fails to deliver the Products by the Customer estimated delivery date and the estimated delivery date is exceeded by a period not customary in the trade and delivery is not completed within a reasonable period after receipt of a written notice from the Buyer requesting that the Company complete delivery, the Buyer may by notice in writing to the Company elect the Contract as repudiated provided always that no such election may be made if the Buyer is in default of its obligations under this Contract or any third party for a delay, inability or failure to effect a Delivery by other contract with the Delivery Time or at all. Any delay, inability or a failure by OA to effect a Delivery shall not entitle the Customer to treat this Agreement as repudiated by OACompany. 9.2 OA may notify the Customer of a new Delivery Time in the circumstances. 9.3 OA reserves the right to cancel an Order Confirmation at any time before or following the Delivery Time. OA shall not be liable for any Claim or Loss whatsoever arising from such cancellation. Provided the Customer is not at fault for the cancellation, OA will refund any deposit or monies paid by the Customer in relation to any invoice/s issued by OA in respect of the Order. 9.4 Any term relating to the quantity of Goods is not a fundamental term (or the essence) of this Agreement. OA reserves the right to make partial deliveries against an Order and to invoice each partial Delivery separately and the Customer cannot reject Goods on the basis of a partial Delivery. 9.5 Where Goods remain in the possession of OA after the Delivery Time (including where the Customer fails for whatever reason to take 5.2 Delivery of the Goods), OA is entitled to charge Products shall take place DDP (lncoterms 2000) the Customer for all Claims or Losses occasioned by Buyer’s address as stated on the Customer in not accepting Delivery, together with any Claims or Losses in respect of the carriage, care and custody of the Goods. 9.6 Unless Buyer’s order unless otherwise agreed in writing by OAthe Buyer and the Company. 5.3 In the case of delivery of Products by instalments, all Goods the Buyer will not be delivered entitled to treat the Delivery Address. The Customer must ensure that it delivery of faulty Products in any one instalment or its employees or agents are in attendance at the Delivery Address at the agreed time or agreed period to accept Delivery non-delivery of any one instalment as a repudiation of the Goods and to acknowledge receipt upon the consignment note or invoice accompanying the Goods. The Customer warrants that the person who signs the delivery notice is authorised to receive the Goods on their behalf.whole Contract 9.7 A quantity, description, date and place of Delivery, as indicated on OAs invoice or dispatch note, shall be referenced as evidence of quantity, description, date and place of Delivery of the Goods. 9.8 5.4 If the Customer Buyer refuses or fails to take Delivery delivery of any of the Goods Products tendered in accordance with the Contract or fails to take any action necessary on its part for delivery of any of the Products so tendered, the Company shall be entitled to immediate payment in full for all of the Products so tendered. The Company shall be entitled to store at the risk of the Buyer any Products of which the Buyer refuses or fails to take delivery of and the Buyer shall, in addition to the purchase price, pay all costs of such storage (including the cost of insurance) and any additional costs incurred as a result of such refusal or failure. The Company shall be entitled, after the expiration of one month from the date upon which the price became payable, to dispose of the Products in such manner as the Company may determine. 5.5 Unless otherwise stated, the Products will be consigned by any mode of delivery determined by the Company to the address as stated on the specified date, and the Order is returned to OA, a second delivery charge may be imposed. 9.9 OA may arrange for the storage and carriage of Goods by couriers, contractors or sub-contractors. Notwithstanding any specific instructions given by the Customer as to the mode of carriage of Goods, and in the exercise of its absolute discretion, OA may have Goods carried or forwarded by any method which it deems fit. 9.10 Unless Buyer’s order unless otherwise agreed in writing by OA, the cost of freight of Goods from Buyer and the OA warehouse shall be paid for Company. 5.6 Packing cases and materials are non-returnable unless otherwise stated by the CustomerCompany. 9.11 Unless otherwise specified in a Quote, Goods shall be packed in OA standard packing. The cost of any special packing and packing materials required by the Customer shall be at the Customer’s expense. 9.12 A fixed $21.50 surcharge will be payable on the shipment of any dangerous Goods within an Order or such other surcharge amount as OA may in it's absolute discretion determine is applicable to the Order as specified in the Order Confirmation. 9.13 A fixed surcharge will be payable for any special and/or custom Orders which alters the original products by slitting, cutting or any other alteration of the product as specified in the Order Confirmation. 9.14 Once the Goods are altered, no returns or cancellations will be accepted unless the Goods are deemed to be defective. 9.15 Where Orders are freighted on a pallet provided by OA, OA may apply a fixed pallet charge to this order based on the size of pallet required as specified in the Order Confirmation. Due to the dimensions and weight of pallet orders, OA may be required to have Goods carried by any method which it deems fit.

Appears in 1 contract

Sources: Trade Account Application

Delivery. 9.1 Any Delivery Times quoted dates provided upon receipt of a PO are approximate only and are given by OA the Company to provide the Customer with a preliminary date for planning purposes. A delivery date shall only be confirmed after the Delivery of Goods are estimates onlyCompany has issued a PI. OA will use reasonable endeavours If a delay or failure by the Company to deliver by a confirmed delivery date is due to a Force Majeure Event (as defined herein), the Goods to the Delivery Address on or before the Delivery Time specified in the Order. OA Company shall not be liable in any circumstances for any Claim the consequences of such delay or Loss by failure to deliver or perform. Customer shall have a period of twenty-one (21) days following container clearance and actual delivery to examine the Goods, unless the Customer or any third a Customer's third-party for a delayrepresentative has inspected the Goods at the Company’s premises before shipment. After the lapse of said period, inability or failure to effect a Delivery by the Delivery Time or at all. Any delay, inability or a failure by OA to effect a Delivery shall not entitle the Customer shall be deemed to treat this Agreement as repudiated by OA. 9.2 OA may notify the Customer of a new Delivery Time in the circumstances. 9.3 OA reserves the right to cancel an Order Confirmation at any time before or following the Delivery Time. OA shall not be liable for any Claim or Loss whatsoever arising from such cancellation. Provided the Customer is not at fault for the cancellation, OA will refund any deposit or monies paid by the Customer in relation to any invoice/s issued by OA in respect of the Order. 9.4 Any term relating to the quantity of Goods is not a fundamental term (or the essence) of this Agreement. OA reserves the right to make partial deliveries against an Order and to invoice each partial Delivery separately and the Customer cannot reject Goods on the basis of a partial Delivery. 9.5 Where Goods remain in the possession of OA after the Delivery Time (including where the Customer fails for whatever reason to take Delivery of the Goods), OA is entitled to charge the Customer for all Claims or Losses occasioned by the Customer in not accepting Delivery, together with any Claims or Losses in respect of the carriage, care and custody of the Goods. 9.6 Unless otherwise agreed in writing by OA, all Goods will be delivered to the Delivery Address. The Customer must ensure that it or its employees or agents are in attendance at the Delivery Address at the agreed time or agreed period to accept Delivery of the Goods and to acknowledge receipt upon the consignment note or invoice accompanying have accepted the Goods. The Customer warrants agrees that such period is reasonable and acceptable to examine the person who signs the delivery notice is authorised to receive the Goods on their behalf. 9.7 A quantity, description, date and place of Delivery, as indicated on OAs invoice or dispatch note, shall be referenced as evidence of quantity, description, date and place of Delivery of the Goods. 9.8 goods. If the Customer fails to take Delivery accept delivery of the Goods on at the specified datedelivery location stated therein due to a Force Majeure Event, and any failure by the Order is returned Customer to OAcomply with its obligations, a second delivery charge may be imposed. 9.9 OA or for any reason attributed to the Customer, the Company may arrange for storage of the storage Goods until delivery takes place and carriage of Goods by couriers, contractors or sub-contractors. Notwithstanding any specific instructions given by charge the Customer as with a penalty equivalent to two percent (2%) monthly of the total price of the Goods in addition to the mode associated costs per month for such storage. In case of carriage the Customer's failure to agree on a future delivery date, the Customer shall pay for any additional costs due to the Customer's failure to accept delivery. Furthermore, the Company may treat its obligation to deliver pursuant to the Purchase Agreement as discharged and it may dispose of or resell the Goods at its own discretion, without prejudice to the Company’s rights and claims against the Customer for any and all losses or expenses it may incur as a result of the Customer’s failure to receive the Goods in addition to a penalty equivalent to (2%) per month of the total price of the Goods. The Company reserves the right to ship the Goods within an acceptable variation of plus or minus ten percent (10%) of the quantity of the Goods stated in the PO/PI or Purchase Agreement together with any related costs unless otherwise expressly agreed to in writing. In this case, the Company shall reimburse the Customer with the price difference in case the Goods shipped are less than the quantity specified in the PO, and in the exercise of its absolute discretion, OA may have Goods carried or forwarded by any method which it deems fit. 9.10 Unless otherwise agreed in writing by OA, the cost of freight of Goods from the OA warehouse shall be paid for by the Customer. 9.11 Unless otherwise specified in a Quote, Goods shall be packed in OA standard packing. The cost of any special packing and packing materials required by the Customer shall be at obliged to pay the Customer’s expense. 9.12 A fixed $21.50 surcharge will be payable on Company the shipment price of any dangerous the Goods within an Order or such other surcharge amount as OA may shipped in it's absolute discretion determine is applicable to excess of the Order as quantity specified in the Order Confirmation. 9.13 A fixed surcharge PO. The Customer will not withhold receipt of the goods without any reasonable and justifiable reasons related to quality issues or manufacturing defects The Customer shall place its orders in a clear and explicit format including all details of the desired goods. The Customer shall – without prejudice to Force Majeure incidents – honor its confirmed PO or Purchase Agreement at all times and will be payable for liable to make payments in due time as agreed between the Parties. A PO will be deemed confirmed by the Customer upon payment of 25% advance of the total amount of the purchased goods in case of the first order from new clients. The Company will commence production upon receipt of the advance payment. Any delay in shipping due to delay in making the advance payment shall be the sole responsibility of the Customer who will hold the Company harmless in this situation without any special and/or custom Orders which alters liability on the original products by slittingCompany. The Company may, cutting at its sole discretion, cancel the delivery of the Goods, or any other alteration part thereof, to the Customer without any liability on its part whatsoever. In such a case, the Company will reimburse the Customer any prepaid amounts. The Customer may cancel the PO prior to commencement of production (Yarn production) of the product as specified in requested goods. If the Order Confirmation. 9.14 Once Customer cancels the Goods are alteredconfirmed order/PO/PI after commencement of production (Yarn production) by the Company or after shipping, Customer shall be liable to pay the actual produced and/or shipped quantities of the goods. Save for Clause 2 above, no returns or cancellations Goods will be accepted unless by the Company for return without its express written agreement. If, for any reason, the Customer purports to accept only a proportion of the Goods are supplied, it shall be deemed to have accepted the whole of the Goods supplied and the Customer will thereafter not be defective. 9.15 Where Orders are freighted on a pallet provided entitled to reject the remainder of the Goods. The Company will accept returns only in case of quality problems or manufacturing defects or other problems caused directly by OA, OA may apply a fixed pallet charge to this order based on the size of pallet required as specified in the Order ConfirmationCompany before shipping. Due The Company will accept returns due to the dimensions and weight mentioned reasons in point 4.2 above only within a maximum of pallet orders90 days from the date of actual delivery. The Customer will be responsible to pay the price of all undisputed quantities of goods in all cases, OA may be required without prejudice to have Goods carried by any method which it deems fitreturns.

Appears in 1 contract

Sources: General Terms and Conditions of Sale

Delivery. 9.1 Any Delivery Times quoted by OA for the Delivery of Goods are estimates only. OA will use reasonable endeavours (a) The Supplier shall endeavour to deliver the Goods to the Delivery Address agreed delivery location on or before the Delivery agreed delivery date, but any such date is approximate only. If no dates are so specified, delivery shall be within a reasonable time of acceptance of the relevant Quote. Time specified is not of the essence as to the delivery of the Goods and the Supplier is not in the Order. OA shall not be any circumstances liable for any Claim delay in delivery, however caused. (b) Delivery shall be made during Normal Business Hours (excluding bank or Loss public holidays). The Supplier may levy additional charges for any deliveries made outside such hours at the Customer's request. (c) The Customer shall be responsible (at the Customer's cost) for preparing the delivery location for the delivery of the Goods and for the provision of all necessary access and facilities reasonably required to deliver and install the Goods (if applicable). If the Supplier is prevented from carrying out delivery or installation on the specified date because no such preparation has been carried out, the Supplier may levy additional charges to recover its loss arising from this event. (d) The Customer shall be deemed to have accepted the Goods when the Customer has had five (5) days to inspect it after delivery. (e) If the Supplier fails to deliver Goods by the Customer or any relevant delivery date after being given a reasonable opportunity to remedy such delay, except to the extent that such delay is due by a third party for a delaywhich the Supplier shall have no liability, inability or failure its liability shall be limited to effect a Delivery by the Delivery Time or at all. Any delay, inability or a failure by OA to effect a Delivery shall not entitle the Customer to treat this Agreement as repudiated by OA. 9.2 OA may notify the Customer of a new Delivery Time in the circumstances. 9.3 OA reserves the right to cancel an Order Confirmation at any time before or following the Delivery Time. OA shall not be liable for any Claim or Loss whatsoever arising from such cancellation. Provided the Customer is not at fault for the cancellation, OA will refund any deposit or monies paid costs and expenses incurred by the Customer in relation to any invoice/s issued by OA in respect obtaining replacement goods of the Order. 9.4 Any term relating to the quantity of Goods is not a fundamental term (or the essence) of this Agreement. OA reserves the right to make partial deliveries against an Order similar description and to invoice each partial Delivery separately and the Customer cannot reject Goods on the basis of a partial Delivery. 9.5 Where Goods remain quality in the possession of OA after cheapest market available, less the Delivery Time (including where the Customer fails for whatever reason to take Delivery price of the Goods). The Supplier shall have no liability for any failure to deliver Goods to the extent that such failure is caused by: (i) a delay from the manufacturer, OA is entitled Third Party Supplier or other third party; (ii) an event of Force Majeure; or (iii) the Customer's failure to charge provide the Customer for all Claims Supplier with adequate delivery instructions or Losses occasioned by any other instructions that are relevant to the Customer in not accepting Delivery, together with any Claims or Losses in respect of the carriage, care and custody supply of the Goods. 9.6 Unless (f) If, ten (10) Business Days after the day on which the Supplier attempted to make delivery of Goods, the Customer has not taken delivery of those Goods, the Supplier may resell or otherwise agreed in writing by OA, dispose of part or all Goods will be delivered to the Delivery Address. The Customer must ensure that it or its employees or agents are in attendance at the Delivery Address at the agreed time or agreed period to accept Delivery of the Goods and, after deducting reasonable storage and selling costs, account to acknowledge receipt upon the consignment note or invoice accompanying Customer for any excess over the price of the Goods. The , or charge the Customer warrants that for any shortfall below the person who signs the delivery notice is authorised to receive the Goods on their behalf. 9.7 A quantity, description, date and place of Delivery, as indicated on OAs invoice or dispatch note, shall be referenced as evidence of quantity, description, date and place of Delivery price of the Goods. 9.8 If the Customer fails to take Delivery of the Goods on the specified date, and the Order is returned to OA, a second delivery charge (g) The Supplier may be imposed. 9.9 OA may arrange for the storage and carriage of deliver Goods by couriersinstalments, contractors or sub-contractors. Notwithstanding any specific instructions given by the Customer as to the mode of carriage of Goods, and in the exercise of its absolute discretion, OA may have Goods carried or forwarded by any method which it deems fit. 9.10 Unless otherwise agreed in writing by OA, the cost of freight of Goods from the OA warehouse shall be invoiced and paid for by the Customer. 9.11 Unless otherwise specified in a Quote, Goods shall be packed in OA standard packingseparately. The cost Customer may not cancel an instalment because of any special packing and packing materials required by the Customer shall be at the Customer’s expensedelay in delivery or defect in another instalment. 9.12 A fixed $21.50 surcharge will be payable on the shipment of any dangerous Goods within an Order or such other surcharge amount as OA may in it's absolute discretion determine is applicable to the Order as specified in the Order Confirmation. 9.13 A fixed surcharge will be payable for any special and/or custom Orders which alters the original products by slitting, cutting or any other alteration of the product as specified in the Order Confirmation. 9.14 Once the Goods are altered, no returns or cancellations will be accepted unless the Goods are deemed to be defective. 9.15 Where Orders are freighted on a pallet provided by OA, OA may apply a fixed pallet charge to this order based on the size of pallet required as specified in the Order Confirmation. Due to the dimensions and weight of pallet orders, OA may be required to have Goods carried by any method which it deems fit.

Appears in 1 contract

Sources: Master Services Agreement

Delivery. 9.1 Any a. Delivery Times quoted by OA for the Delivery of Goods charges, levies, imposts or taxes are estimates only. OA will use reasonable endeavours to deliver the Goods to the Delivery Address on or before the Delivery Time specified not included in the Orderprice of the Goods. b. All delivery dates indicated by the Company shall be estimates only and in no circumstances shall the Company be liable for late delivery. OA Moreover, the Company shall not be liable for any Claim delays in the circumstances as provided in Clause 3.f below (Force Majeure). c. The Company shall not be taken to provide loading or Loss unloading facilities on delivery. d. A signed acknowledgement by the Customer’s representatives or appointed shipping agent or courier company designated by the Customer upon delivery or any third party for a delay, inability or failure collection shall be deemed due delivery of the Goods to effect a Delivery the Customer and acceptance thereof by the Delivery Time or at all. Any delay, inability or a failure by OA to effect a Delivery shall not entitle Customer unless the Customer informs the Company in writing of any non- delivery or discrepancy (addressed to treat this Agreement as repudiated by OAits Customer Service Department) within 14 working days of the delivery, together with a copy of the relevant invoice. 9.2 OA may notify e. If the Company shall be unable, through circumstances beyond its control (including without limitation lack of shipping instructions from the Customer), to deliver the Goods within 14 days after notification to the Customer or its agent that the Goods are ready for delivery, the Company shall be entitled to arrange storage on behalf of the Customer, whereupon delivery shall be deemed to have taken place, and all risk in the Goods shall pass to the Customer. Delivery to the Customer of a new Delivery Time in the circumstances. 9.3 OA reserves relevant warehouse receipt shall be deemed to be delivery of the right to cancel an Order Confirmation at any time before or following the Delivery Time. OA shall not be liable for any Claim or Loss whatsoever arising from such cancellation. Provided the Customer is not at fault Goods for the cancellation, OA will refund any deposit purposes of the Contract. All charges incurred by the Company for storage or monies insurance shall be paid by the Customer in relation within 30 days of submission of an invoice by Company to any invoice/s issued by OA in respect of the Order. 9.4 Any term relating to the quantity of Goods is not a fundamental term (or the essence) of this Agreement. OA reserves the right to make partial deliveries against an Order and to invoice each partial Delivery separately and the Customer cannot reject Goods on the basis of a partial Delivery. 9.5 Where Goods remain in the possession of OA after the Delivery Time (including where the Customer fails for whatever reason to take Delivery of the Goods), OA is entitled to charge the Customer for all Claims or Losses occasioned by the Customer in not accepting Delivery, together with any Claims or Losses in respect same. Re-deliveries of the carriage, care and custody of the Goods. 9.6 Unless otherwise agreed in writing by OA, all Goods will be delivered due to the Delivery Address. The Customer must ensure that it Customer’s absence or its employees or agents are in attendance at the Delivery Address refusal to accept delivery at the agreed delivery address shall be for the Customer’s sole account. f. The Company shall not be under any liability for any failure to perform any of its obligations under any Contract due to Force Majeure. Following notification by the Company to the Customer of an event of Force Majeure, the Company shall be allowed a reasonable extension of time for the performance of its obligations. ‘Force Majeure’ means fire, explosion, flood, lightning, ash cloud, airport closures, disruption to sea routes, Act of God, act of terrorism, war, rebellion, riot, sabotage, or agreed period to accept Delivery official strike, or similar official labour dispute, or events or circumstances outside the reasonable control of the Goods and to acknowledge receipt upon the consignment note or invoice accompanying the Goods. The Customer warrants that the person who signs the delivery notice is authorised to receive the Goods on their behalfparty affected thereby. 9.7 A quantity, description, date and place of Delivery, as indicated on OAs invoice or dispatch note, shall be referenced as evidence of quantity, description, date and place of Delivery of the Goods. 9.8 If the Customer fails to take Delivery of the Goods on the specified date, and the Order is returned to OA, a second delivery charge may be imposed. 9.9 OA may arrange for the storage and carriage of Goods by couriers, contractors or sub-contractors. Notwithstanding any specific instructions given g. Unless otherwise expressly agreed by the Customer as to the mode of carriage of GoodsCompany in writing, and in the exercise of its absolute discretion, OA may have Goods carried or forwarded by any method which it deems fit. 9.10 Unless otherwise agreed in writing by OA, the cost of freight of Goods from the OA warehouse shall be paid for by the Customer. 9.11 Unless otherwise specified in a Quote, Goods shall be packed in OA standard packing. The cost of any special packing and packing materials required by the Customer shall be at the Customer’s expense. 9.12 A fixed $21.50 surcharge will be payable liable for all duties, levies, imposts, taxes or other liabilities arising on the shipment of any dangerous Goods within an Order or such other surcharge amount as OA may in it's absolute discretion determine is applicable to the Order as specified in the Order Confirmation. 9.13 A fixed surcharge will be payable for any special and/or custom Orders which alters the original products by slitting, cutting or any other alteration exportation of the product as specified in Goods from Singapore and the Order Confirmation. 9.14 Once importation of the Goods are altered, no returns or cancellations will be accepted unless the Goods are deemed to be defectiveinto another country. 9.15 Where Orders are freighted on a pallet provided by OA, OA may apply a fixed pallet charge to this order based on the size of pallet required as specified in the Order Confirmation. Due to the dimensions and weight of pallet orders, OA may be required to have Goods carried by any method which it deems fit.

Appears in 1 contract

Sources: Terms and Conditions of Sale

Delivery. 9.1 Any Delivery Times quoted by OA for the Delivery of Goods are estimates only. OA will use reasonable endeavours to deliver the Goods to the Delivery Address on or before the Delivery Time specified in the Order. OA shall not be liable for any Claim or Loss by the Customer or any third party for a delay, inability or failure to effect a Delivery by the Delivery Time or at all. Any delay, inability or a failure by OA to effect a Delivery shall not entitle the Customer to treat this Agreement as repudiated by OA. 9.2 OA may notify the Customer of a new Delivery Time in the circumstances. 9.3 OA reserves the right to cancel an Order Confirmation at any time before or following the Delivery Time. OA shall not be liable for any Claim or Loss whatsoever arising from such cancellation. Provided the Customer is not at fault for the cancellation, OA will refund any deposit or monies paid by the Customer in relation to any invoice/s issued by OA in respect The delivery of the Order. 9.4 Any term relating Assets shall be deemed complete once the Assets have been loaded for transport on transportation trucks, vessels, and/or shipping containers and the Parties have exchanged an executed ▇▇▇▇ of Sale and Protocol of Delivery and Acceptance in forms substantially similar to those set out in Exhibits B and C, which shall occur no later than fifteen (15) business days after the quantity of Goods is not a fundamental term (or the essence) execution of this Agreement. OA reserves The representations, warranties, covenants, and agreements set forth in this Agreement shall survive delivery of the ▇▇▇▇ of Sale and the Protocol of Delivery and Acceptance. Seller shall be responsible for all cost, expense, and risk arising out of or related to the loading of the Assets. Buyer shall be responsible for all cost, expense, and risk arising out of or related to the transport on Buyer-supplied transportation trucks, vessels, and/or shipping containers and unloading of the Assets following delivery. The Buyer shall, no later than twenty (20) business days after the date of this Agreement and at its sole cost and expense remove the Assets from its respective current locations. If the Buyer has not removed the Assets after the said period of twenty (20) business days, the Buyer acknowledges and agrees that the Seller has the right to make partial deliveries dispose of the Assets in any manner it sees fit. The Assets shall be delivered “AS IS, WHERE IS” in their present condition, including any environmentally sensitive materials, equipment, liquids or product which require special handling or disposal (including, but not limited to, those with asbestos, those with NORM levels greater than zero, etc.) comprising any part (or the entirety) of the Assets, with all faults accepted by Buyer. Seller has no knowledge of any health hazard or environmental risk associated with the Assets and Buyer acknowledges that regardless of the Seller’s lack of knowledge, it has had its own opportunity to verify and inspect the Assets to determine any such hazards and that it has its own independent obligation to determine the condition of the Assets prior to sale. Buyer acknowledges that such hazards could include naturally occurring radioactive material ("NORM") because of the Assets’ use in oil field related activities. Buyer agrees to take all responsibility for testing for the presence of NORM and Buyer expressly waives any claim whatsoever it may have against an Order and Seller arising out of or related to invoice each partial Delivery separately and the Customer cannot reject Goods on the basis existence of a partial Delivery. 9.5 Where Goods remain NORM or other such hazards in the possession Assets. Buyer understands that, inasmuch as the presence of OA after the Delivery Time (including where the Customer fails for whatever reason to take Delivery of the Goods)NORM may constitute a health hazard, OA is entitled to charge the Customer for all Claims or Losses occasioned by the Customer in not accepting Delivery, together with any Claims or Losses in respect of the carriage, care special safety and custody of the Goods. 9.6 Unless otherwise agreed in writing by OA, all Goods will be delivered to the Delivery Address. The Customer must ensure that it or its employees or agents are in attendance at the Delivery Address at the agreed time or agreed period to accept Delivery of the Goods and to acknowledge receipt upon the consignment note or invoice accompanying the Goods. The Customer warrants that the person who signs the delivery notice is authorised to receive the Goods on their behalf. 9.7 A quantity, description, date and place of Delivery, as indicated on OAs invoice or dispatch note, shall be referenced as evidence of quantity, description, date and place of Delivery of the Goods. 9.8 If the Customer fails to take Delivery of the Goods on the specified date, and the Order is returned to OA, a second delivery charge may be imposed. 9.9 OA may arrange for the storage and carriage of Goods by couriers, contractors or sub-contractors. Notwithstanding any specific instructions given by the Customer as to the mode of carriage of Goods, and in the exercise of its absolute discretion, OA may have Goods carried or forwarded by any method which it deems fit. 9.10 Unless otherwise agreed in writing by OA, the cost of freight of Goods from the OA warehouse shall be paid for by the Customer. 9.11 Unless otherwise specified in a Quote, Goods shall be packed in OA standard packing. The cost of any special packing and packing materials required by the Customer shall be at the Customer’s expense. 9.12 A fixed $21.50 surcharge will be payable on the shipment of any dangerous Goods within an Order or such other surcharge amount as OA may in it's absolute discretion determine is applicable to the Order as specified in the Order Confirmation. 9.13 A fixed surcharge will be payable for any special and/or custom Orders which alters the original products by slitting, cutting or any other alteration of the product as specified in the Order Confirmation. 9.14 Once the Goods are altered, no returns or cancellations will be accepted unless the Goods are deemed to be defective. 9.15 Where Orders are freighted on a pallet provided by OA, OA may apply a fixed pallet charge to this order based on the size of pallet required as specified in the Order Confirmation. Due to the dimensions and weight of pallet orders, OA handling procedures may be required for the removal and disposal of NORM from the Assets if such may be found and Buyer acknowledges and agrees to have Goods carried by any method which it deems fittake all such action as may be necessary or required to remove and dispose of such NORM.

Appears in 1 contract

Sources: Sale and Purchase Agreement

Delivery. 9.1 Any Delivery Times quoted Unless otherwise agreed in writing by OA for the Delivery Company delivery of the Goods shall take place at the Company’s place of business in normal business hours and the Customer shall take delivery of the Goods within 7 days of the Company giving the Customer notice that the Goods are estimates onlyready for delivery. 9.2 Any dates specified by the Company for delivery of the Goods are intended to be an estimate only and time for delivery shall not be of the essence. OA If no dates are so specified, delivery will use be within a reasonable endeavours time. 9.3 If for any reason the Customer does not accept delivery of any of the Goods when they are ready for delivery, or the Company is unable to deliver the Goods on time because the Customer has not provided appropriate instructions, documents, licences or authorisations then the Goods will be deemed to have been delivered, risk passing to the Delivery Address on Customer (including for loss or before damage caused by the Delivery Time specified in Company’s negligence) and the Order. OA Company may:- 9.3.1 store the Goods until actual delivery whereupon the Customer will be liable for all related costs and expenses (including without limitation storage and insurance); or 9.3.2 sell the Goods at the best price readily obtainable and (after deduction of all reasonable storage and selling expenses) charge the Customer for any shortfall below the Contract price. 9.4 The Customer will provide at its expense at the place of delivery adequate and appropriate equipment and manual labour for loading the Goods. 9.5 If the Company delivers to the Customer a quantity of Goods of up to 5% more or less than the quantity ordered by the Customer, the Customer shall not be liable entitled to object to or reject the Goods or any of them by reason of the surplus or shortfall and shall pay for the Goods delivered at the pro rata Contract rate. 9.6 The Company shall be entitled at its discretion to make delivery of the Goods by instalments and to invoice the Customer for each instalment individually. Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Company to deliver any Claim one or Loss more of the instalments in accordance with these Conditions or any claim by the Customer in respect of any one or any third party for a delay, inability or failure to effect a Delivery by the Delivery Time or at all. Any delay, inability or a failure by OA to effect a Delivery more instalments shall not entitle the Customer to treat this Agreement the Contract as a whole as repudiated by OAor to refuse to accept subsequent instalments. 9.2 OA may notify 9.7 The Customer will be deemed to have accepted the Goods as being in accordance with the Contract unless: - 9.7.1 within 7 days of the date of delivery of the Goods, the Customer notifies the Company in writing of any defect or other failure of the Goods to conform with the Contract (which would be apparent upon reasonable inspection and testing of the Goods within 7 days); or 9.7.2 the Customer notifies the Company in writing of any defect or other failure of the Goods to conform with the Contract within a new Delivery Time reasonable time where the defect or failure would not be so apparent within 7 days of the date of delivery, failing which the Customer shall not be entitled to reject the Goods and the Company shall have no liability for such defect or failure, and the Customer shall be bound to pay the price as if the Goods had been delivered in accordance with the circumstancesContract. 9.3 OA reserves the right to cancel an Order Confirmation at any time before or following the Delivery Time. OA shall 9.8 The Company will not be liable for any Claim loss (including loss of profit), costs, damages, charges or Loss whatsoever arising from such cancellation. Provided the Customer is not at fault for the cancellation, OA will refund expenses caused directly or indirectly by any deposit or monies paid by the Customer in relation to any invoice/s issued by OA in respect of the Order. 9.4 Any term relating to the quantity of Goods is not a fundamental term (or the essence) of this Agreement. OA reserves the right to make partial deliveries against an Order and to invoice each partial Delivery separately and the Customer cannot reject Goods on the basis of a partial Delivery. 9.5 Where Goods remain delay in the possession of OA after the Delivery Time (including where the Customer fails for whatever reason to take Delivery of the Goods), OA is entitled to charge the Customer for all Claims or Losses occasioned by the Customer in not accepting Delivery, together with any Claims or Losses in respect of the carriage, care and custody of the Goods. 9.6 Unless otherwise agreed in writing by OA, all Goods will be delivered to the Delivery Address. The Customer must ensure that it or its employees or agents are in attendance at the Delivery Address at the agreed time or agreed period to accept Delivery delivery of the Goods and (even if caused by the Company’s negligence), nor will any delay entitle the Customer to acknowledge receipt upon terminate or rescind the consignment note or invoice accompanying Contract. 9.9 The Company shall only be liable for any non- delivery of Goods (even if caused by the Goods. The Company’s negligence) if the Customer warrants that gives written notice to the person who signs Company within 7 days of the delivery notice is authorised to receive date when the Goods on their behalfwould, in the ordinary course of events, have been delivered. 9.7 A quantity, description, date and place of Delivery, as indicated on OAs invoice or dispatch note, shall be referenced as evidence of quantity, description, date and place of Delivery of the Goods. 9.8 9.10 If the Customer fails gives notice to take Delivery the Company in accordance with Condition 8.9, the liability of the Company for non-delivery of the Goods on the specified date, and the Order is returned to OA, a second delivery charge may be imposed. 9.9 OA may arrange for the storage and carriage of Goods by couriers, contractors or sub-contractors. Notwithstanding any specific instructions given by the Customer as to the mode of carriage of Goods, and in the exercise of its absolute discretion, OA may have Goods carried or forwarded by any method which it deems fit. 9.10 Unless otherwise agreed in writing by OA, the cost of freight of Goods from the OA warehouse shall be paid for by limited to replacing the Customer. 9.11 Unless otherwise specified in Goods within a Quote, Goods shall be packed in OA standard packing. The cost of any special packing and packing materials required by the Customer shall be reasonable time or issuing a credit note at the Customer’s expensepro rata Contract rate against any invoice raised for such Goods. 9.12 A fixed $21.50 surcharge will be payable on the shipment of any dangerous Goods within an Order or such other surcharge amount as OA may in it's absolute discretion determine is applicable to the Order as specified in the Order Confirmation. 9.13 A fixed surcharge will be payable for any special and/or custom Orders which alters the original products by slitting, cutting or any other alteration of the product as specified in the Order Confirmation. 9.14 Once the Goods are altered, no returns or cancellations will be accepted unless the Goods are deemed to be defective. 9.15 Where Orders are freighted on a pallet provided by OA, OA may apply a fixed pallet charge to this order based on the size of pallet required as specified in the Order Confirmation. Due to the dimensions and weight of pallet orders, OA may be required to have Goods carried by any method which it deems fit.

Appears in 1 contract

Sources: Terms and Conditions of Sale

Delivery. 9.1 Any Delivery Times quoted 5.1 Unless otherwise agreed in writing by OA for the Company, delivery shall be deemed to take place when the Goods are made available by the Company at the Delivery of Goods Point, for collection by the Customer or its carrier at the Company’s premises (“Delivery”). 5.2 Any and all dates and periods specified by the Company for Delivery are estimates onlyonly and do not constitute fixed times for delivery. OA Delivery shall not be of the essence of the Contract and shall not be made of the essence by notice. The Company shall have no liability for any damages, losses, costs or expenses whatsoever or in connection with the failure by the Company to meet any delivery times specified in the Order. The Customer shall have no right to cancel an order for a failure of the Company to meet any delivery times. 5.3 The Company will use endeavor to comply with any reasonable endeavours request by the Customer for postponement of Delivery but shall be under no obligation to do so and the Customer is obliged to take Delivery at such date and time as specified by the Company. Where postponement is agreed by the Company in writing the Customer shall, if required, pay all costs and expenses including a reasonable charge for storage occasioned thereby and any costs incurred by the Company in relation to any insurance payments reasonably made by it. The Company reserves the right to deliver the Goods to the Customer in partial shipments. Where the Goods are delivered in partial shipments, each Delivery Address on shall constitute a separate contract and failure by the Company to deliver any one or before more of the Delivery Time specified partial shipments in the Order. OA shall not be liable for accordance with these Terms or any Claim or Loss claim by the Customer in respect of any one or any third party for a delay, inability or failure to effect a Delivery by the Delivery Time or at all. Any delay, inability or a failure by OA to effect a Delivery more installments shall not entitle the Customer to treat this Agreement the Contract as repudiated by OAa whole as repudiated. 9.2 OA may notify 5.4 The date for Delivery shall in every case be dependent upon prompt receipt of all necessary information, final instructions or approvals from the Customer. 5.5 If the Customer is ordering Goods for Delivery outside of a new Delivery Time in the circumstances. 9.3 OA reserves country of manufacture by the right Company, such Goods may be subject to cancel an Order Confirmation at any time before or following import duties and taxes which are levied when the Delivery TimeGoods reach the specified destination. OA shall The Customer will be responsible for payment of such import duties and taxes. The Customer will comply with all laws and regulations of the country for which the Goods are destined and the Company will not be liable for any Claim or Loss whatsoever arising from such cancellation. Provided the Customer is not at fault for the cancellation, OA will refund any deposit or monies paid by the Customer in relation to any invoice/s issued by OA in respect breach of the Orderthose laws. 9.4 Any term relating to the quantity of Goods is not a fundamental term (or the essence) of this Agreement. OA reserves the right to make partial deliveries against an Order and to invoice each partial Delivery separately and the Customer cannot reject Goods on the basis of a partial Delivery. 9.5 Where Goods remain in the possession of OA after the Delivery Time (including where the Customer fails for whatever reason to take Delivery of the Goods), OA is entitled to charge the Customer for all Claims or Losses occasioned by the Customer in not accepting Delivery, together with any Claims or Losses in respect of the carriage, care and custody of the Goods. 9.6 Unless otherwise agreed in writing by OA, all Goods will be delivered to the Delivery Address. 5.6 The Customer must ensure shall (and shall procure that it or its employees or sub‐contractors and agents are in attendance at the Delivery Address at the agreed time or agreed period shall): (a) Strictly follow all instructions and installation materials related to accept Delivery of the Goods and not make any alteration, modification or addition to acknowledge receipt upon the consignment note or invoice accompanying the Goods. The Customer warrants that the person who signs the delivery notice is authorised to receive the Goods on their behalf. 9.7 A quantity, description, date or packaging (and place of Delivery, as indicated on OAs invoice or dispatch note, shall be referenced as evidence of quantity, description, date and place of Delivery of the Goods. 9.8 If the Customer fails to take Delivery of the Goods on the specified date, and the Order is returned to OA, a second delivery charge may be imposed. 9.9 OA may arrange for the storage and carriage of Goods by couriers, contractors or sub-contractors. Notwithstanding any specific instructions given by the Customer as to the mode of carriage of Goods, and in the exercise of its absolute discretion, OA may have Goods carried or forwarded by any method which it deems fit. 9.10 Unless otherwise agreed in writing by OA, the cost of freight of Goods from the OA warehouse shall be paid for by the Customer. 9.11 Unless otherwise specified in a Quote, Goods shall be packed in OA standard packing. The cost of any special packing and packing materials required by the Customer shall be at the Customer’s expense. 9.12 A fixed $21.50 surcharge will be payable on the shipment of any dangerous Goods within an Order or such other surcharge amount as OA may in it's absolute discretion determine is applicable to the Order as specified in the Order Confirmation. 9.13 A fixed surcharge will be payable for any special and/or custom Orders which alters the original products by slitting, cutting or any other alteration of the product as specified in the Order Confirmation. 9.14 Once the Goods are altered, no returns or cancellations will be accepted unless the Goods are deemed to be defective. 9.15 Where Orders are freighted on a pallet provided by OA, OA may apply a fixed pallet charge to this order based on the size of pallet required as specified in the Order Confirmation. Due to the dimensions and weight of pallet orders, OA may be required to have Goods carried by any method which it deems fit.any

Appears in 1 contract

Sources: Standard Terms of Sale

Delivery. 9.1 Any Delivery Times quoted Goods shall be picked up by OA Buyer, Buyer’s agent, a carrier (which may be paid for the Delivery of Goods are estimates only. OA will use reasonable endeavours by Buyer or Seller), or delivered by Seller to deliver the Goods to the Delivery Address on or before the Delivery Time specified in Buyer’s designated location, as determined by the Order. OA Buyer acknowledges that Seller’s products (and/or the materials used in the production of the products) are purchased on the market, and can therefore be subject to delays in deliveries or supply shortages. Seller shall not be liable to Buyer in any way, for any Claim reason, for any delays in Goods availability or Loss by delivery, however caused. Seller shall have the Customer or any third party for a delayright, inability or failure in its sole discretion, to effect a Delivery by the Delivery Time or at allschedule and reschedule all delivery dates. SELLER SHALL NOT BE LIABLE, IN ANY WAY, TO BUYER FOR DELAYS IN EXPECTED DELIVERY DATES, SHIPPING DATES, LEAD TIMES, OR THE LIKE. Any delaystatements, inability written or a failure oral, by OA to effect a Delivery shall not entitle Seller regarding delivery dates, shipping dates, lead times, or the Customer to treat this Agreement as repudiated by OA. 9.2 OA may notify the Customer of a new Delivery Time in the circumstances. 9.3 OA reserves the right to cancel an Order Confirmation at any time before or following the Delivery Time. OA like, shall not be liable binding on Seller, and shall only constitute a non-binding estimate. Time for any Claim or Loss whatsoever arising from such cancellation. Provided the Customer is delivery shall not at fault for the cancellation, OA will refund any deposit or monies paid by the Customer in relation to any invoice/s issued by OA in respect be of the Order. 9.4 Any term relating to the quantity of Goods essence. Buyer is not a fundamental term (or the essence) of this Agreement. OA reserves the right to make partial deliveries against an Order and to invoice each partial Delivery separately and the Customer cannot reject Goods on the basis of a partial Delivery. 9.5 Where Goods remain in the possession of OA after the Delivery Time (including where the Customer fails for whatever reason responsible to take Delivery of the Goods), OA is entitled to charge the Customer for all Claims or Losses occasioned by the Customer in not accepting Delivery, together with any Claims or Losses in respect of the carriage, care and custody of the Goods. 9.6 Unless otherwise agreed in writing by OA, all Goods will be delivered to the Delivery Address. The Customer must ensure that it or its employees or agents are in attendance at the Delivery Address at the agreed time or agreed period to accept Delivery of the Goods and to acknowledge receipt upon the consignment note or invoice accompanying the Goods. The Customer warrants that the person who signs the delivery notice is authorised to receive the Goods on their behalf. 9.7 A quantity, description, date and place of Delivery, as indicated on OAs invoice or dispatch note, shall be referenced as evidence of quantity, description, date and place of Delivery of the Goods. 9.8 If the Customer fails to take Delivery of the Goods on the date of delivery specified datein the Order, or the date of delivery Seller has notified Buyer of, in Seller’s sole discretion. Seller may, in its sole and absolute discretion, change the date of delivery of the Goods at Buyer’s request; however, Seller is under no obligation to change the date of delivery of the Goods, and the Order is returned to OA, a second date of delivery charge may be imposed. 9.9 OA may arrange for of the storage and carriage of Goods by couriers, contractors or sub-contractors. Notwithstanding any specific instructions given by the Customer as to the mode of carriage of Goods, and in the exercise of its absolute discretion, OA may have Goods carried or forwarded by any method which it deems fit. 9.10 Unless otherwise agreed in writing by OA, the cost of freight of Goods from the OA warehouse shall be paid for by the Customer. 9.11 Unless otherwise specified in a Quote, Goods shall be packed as determined by Seller, in OA standard packingSeller’s sole discretion. The cost of any special packing and packing materials required by the Customer shall be at the Customer’s expense. 9.12 A fixed $21.50 surcharge will be payable on the shipment of any dangerous Goods within an Order or such other surcharge amount as OA may in it's absolute discretion determine is applicable to the Order as specified in the Order Confirmation. 9.13 A fixed surcharge will be payable for any special and/or custom Orders which alters the original products by slitting, cutting or any other alteration of the product as specified in the Order Confirmation. 9.14 Once Where the Goods are alteredto be delivered in installments, no returns each delivery shall constitute a separate contract, and the Seller may invoice separately for each installment. Failure by Seller to deliver any one or cancellations will be accepted unless more of the installments, or any claim by Buyer in respect of any one or more installments, shall not entitle Buyer to treat the Terms, including, but not limited to, the Order, as a whole, as repudiated. If, pursuant to the Order, Buyer is to pick up Goods at Seller’s place of business, whether by Buyer, Buyer’s agent, or a carrier contracted for by Buyer, and Buyer, Buyer’s agent, or a carrier contracted for by Buyer fails to pick up the Goods on the scheduled delivery date as notified by Seller, or Buyer fails to respond to Seller’s notification, Seller may elect, in its sole discretion, to (i) deliver the Goods to Buyer as provided for herein, or (ii) Buyer shall have thirty (30) days from Seller’s original notification that the Goods are deemed ready for delivery or pick-up (“Storage Period”) in which to pick up the Goods from Seller. Seller shall not be defectiveresponsible for the Goods after the Storage Period, and Goods remaining with Seller after the Storage Period may (i) be subject to a storage fee assessed by Seller, in Seller’s sole discretion, or (ii) taken back into Seller’s inventory and no longer be available to Buyer. 9.15 Where Orders are freighted on a pallet provided by OA, OA may apply a fixed pallet charge to this order based on the size of pallet required as specified in the Order Confirmation. Due to the dimensions and weight of pallet orders, OA may be required to have Goods carried by any method which it deems fit.

Appears in 1 contract

Sources: Terms and Conditions

Delivery. 9.1 Any Delivery Times quoted Where Buyer fails to give timely delivery instructions to enable Seller to make deliveries in accordance with the terms of this Agreement, Seller may at its option (i) hold the goods due at its shipping point for Buyer’s account, in which case Buyer shall be liable to pay storage charges for such goods at appropriate storage rates as established by OA Seller; and/or (ii) a reasonable time following notice to Buyer, cancel the order for the Delivery of Goods goods, in which case Buyer shall be liable to pay appropriate cancellation charges as established by Seller. Shipping dates and delivery dates are estimates only. OA will use reasonable endeavours to deliver the Goods to the Delivery Address on or before the Delivery Time specified in the Order. OA approximate and shall not be liable operate to bind Seller to ship or make deliveries on the dates stated herein. Seller shall have no liability for any Claim or Loss by the Customer or any third party for a delaydelays in shipment resulting from circumstances beyond its reasonable control. Unless specific tolerances are set forth in this Agreement, inability or failure to effect a Delivery by the Delivery Time or at all. Any delay, inability or a failure by OA to effect a Delivery Seller shall not entitle the Customer to treat this Agreement as repudiated by OA. 9.2 OA may notify the Customer of a new Delivery Time in the circumstances. 9.3 OA reserves have the right to cancel an Order Confirmation at any time before deliver such quantities of the goods ordered within limits reasonable in trade practice and Buyer shall be obligated to accept and pay for the quantity actually delivered. Where a specific source for the goods is indicated in this Agreement, Buyer agrees that Seller is obligated only to deliver goods supplied or following manufactured or by the Delivery Timedesignated mill, plant or source. OA shall not be liable for any Claim or Loss whatsoever arising Buyer agrees that, in the event that Seller is unable to obtain the goods from such cancellationdesignated source, Seller shall have the exclusive option (i) to replace the contracted for goods with similar goods from another source; or (ii) to allocate its available goods from the designated source among its own uses and its customers in such manner as Seller in its absolute discretion deems fit; or (iii) to cancel this contract without any further liability or obligation to Buyer. Provided the Customer is not Date of shipment and routing are at fault Seller's option unless otherwise specified. Delivery of goods to a carrier shall constitute delivery to Buyer, and Seller shall have no liability for the cancellation, OA will refund any deposit risk or monies paid by the Customer loss or damage in relation to any invoice/s issued by OA in respect of the Order. 9.4 Any term relating to the quantity of Goods is not a fundamental term (or the essence) of this Agreementtransit. OA Seller reserves the right to make partial deliveries against an Order and minor changes without notice to invoice each partial Delivery separately and the Customer cannot reject Goods on the basis of a partial Delivery. 9.5 Where Goods remain in the possession of OA after the Delivery Time (including where the Customer fails for whatever reason to take Delivery material, product or construction methods of the Goods), OA is entitled to charge the Customer for all Claims or Losses occasioned by the Customer in not accepting Delivery, together with any Claims or Losses in respect of the carriage, care and custody of the Goodsgoods. 9.6 Unless otherwise agreed in writing by OA, all Goods will be delivered to the Delivery Address. The Customer must ensure that it or its employees or agents are in attendance at the Delivery Address at the agreed time or agreed period to accept Delivery of the Goods and to acknowledge receipt upon the consignment note or invoice accompanying the Goods. The Customer warrants that the person who signs the delivery notice is authorised to receive the Goods on their behalf. 9.7 A quantity, description, date and place of Delivery, as indicated on OAs invoice or dispatch note, shall be referenced as evidence of quantity, description, date and place of Delivery of the Goods. 9.8 If the Customer fails to take Delivery of the Goods on the specified date, and the Order is returned to OA, a second delivery charge may be imposed. 9.9 OA may arrange for the storage and carriage of Goods by couriers, contractors or sub-contractors. Notwithstanding any specific instructions given by the Customer as to the mode of carriage of Goods, and in the exercise of its absolute discretion, OA may have Goods carried or forwarded by any method which it deems fit. 9.10 Unless otherwise agreed in writing by OA, the cost of freight of Goods from the OA warehouse shall be paid for by the Customer. 9.11 Unless otherwise specified in a Quote, Goods shall be packed in OA standard packing. The cost of any special packing and packing materials required by the Customer shall be at the Customer’s expense. 9.12 A fixed $21.50 surcharge will be payable on the shipment of any dangerous Goods within an Order or such other surcharge amount as OA may in it's absolute discretion determine is applicable to the Order as specified in the Order Confirmation. 9.13 A fixed surcharge will be payable for any special and/or custom Orders which alters the original products by slitting, cutting or any other alteration of the product as specified in the Order Confirmation. 9.14 Once the Goods are altered, no returns or cancellations will be accepted unless the Goods are deemed to be defective. 9.15 Where Orders are freighted on a pallet provided by OA, OA may apply a fixed pallet charge to this order based on the size of pallet required as specified in the Order Confirmation. Due to the dimensions and weight of pallet orders, OA may be required to have Goods carried by any method which it deems fit.

Appears in 1 contract

Sources: Sales Contracts

Delivery. 9.1 4.1 Any Delivery Times quoted time or date for delivery of the Goods given by OA for the Delivery of Goods are estimates onlyCompany shall only be an estimate. OA will The Company shall use its reasonable endeavours to deliver comply with such estimated time or date for delivery but time of delivery shall not be of the Goods essence and the Company shall not be held liable for any loss or damage howsoever resulting to the Delivery Address on or before the Delivery Time specified Customer by reason of delay in the Orderdelivery. OA The Company shall not be liable for any Claim delay in delivery of the Goods that is caused by a Force Majeure Event or Loss the Custom- er’s failure to provide the Company with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods. 4.2 The Company shall be entitled to determine, in its reasonable opinion, the ac- tual method, date and time of delivery and will not be obliged to deliver Goods outside mainland England, Scotland and Wales. Delivery of the Goods shall be deemed to take place when the Goods arrive at the address designated for delivery. 4.3 The Customer shall ensure that the Company (or its agent or carrier as appli- cable) shall have sufficient access to the designated premises for delivery to enable safe and proper delivery of the Goods. If this obligation is not fulfilled by the Custom- er, the Company may charge the Customer or for any third party for a delay, inability or failure to effect a Delivery additional costs and expenditure incurred by the Delivery Time or at allCompany as a result of such failure. 4.4 The Company shall be entitled but not required to deliver the Goods in instal- ments and to invoice the Customer for each instalment. Any delay, inability delay in delivery or a failure by OA to effect a Delivery defect in an instalment shall not entitle the Customer to treat this Agreement as repudiated by OAcancel any other instalment. 9.2 OA may notify 4.5 If the Customer refuses or fails to accept delivery of the Goods at a time when the Company could reasonably expect the Customer to take delivery then, without prejudice to any other right or remedy available to the Company, the Company may: 4.5.1 withhold delivery of any other Goods; 4.5.2 store the Goods until actual delivery is made and charge the Customer for the costs (including insurance) of storage; and/or 4.5.3 sell the Goods at the best price readily obtainable and (after deducting all storage and selling expenses) give the Customer a credit of such amount against the price payable for such Goods under the Agreement; and in any case shall be entitled to charge interest (both before and after judgment) on the price payable for the Goods under the Agreement at 8% above the base rate from time to time of National Westminster Bank plc from the date of delivery until the date on which the Goods are actually received by the Customer. 4.6 The Company shall have no liability to the Customer in respect of damage to the outside packaging containing the Goods where it appears damaged on receipt by the Customer, or where fewer than the number of Goods indicated on the delivery note are actually received by the Customer, unless the Customer notifies the Company of such damage or short delivery in writing received by the Company within two days of receipt of the Goods or invoices as appropriate otherwise than merely by a note on the delivery note. 4.7 If the Goods have not been delivered despite receipt by the Customer of a new Delivery Time the Company’s invoice relating to them, then unless the Customer notifies the Company within 7 days after the date of such invoice no claim against the Company may be made in the circumstancesrespect of non-delivery of those Goods. 9.3 OA reserves 4.8 If the right Company agrees that the Customer has a valid claim for any damage caused to cancel an Order Confirmation Goods during transit or short delivery, the Company’s only obligation in respect of such loss or damage shall, at the Company’s option, be to: 4.8.1 make good any time before damage or following short delivery of the Delivery Time. OA Goods; 4.8.2 replace such damaged Goods which have been returned to it by and at the expense of the Customer; and/or 4.8.3 in either case make a full refund in respect of such Goods; and such making good, replacement or refund shall be the Customer’s sole remedy in respect of any claims it has for any damage caused to Goods during transit or short delivery. 4.9 The quantity of any consignment of Goods as recorded by the Company on despatch from the Company’s place of business shall be conclusive evidence of 4.10 The Company shall not be liable for any Claim or Loss whatsoever arising from such cancellation. Provided non-delivery of Goods (even if caused by the Company’s negligence) unless the Customer is not at fault for the cancellation, OA will refund any deposit or monies paid by the Customer in relation gives written notice to any invoice/s issued by OA in respect of the Order. 9.4 Any term relating to the quantity of Goods is not a fundamental term (or the essence) of this Agreement. OA reserves the right to make partial deliveries against an Order and to invoice each partial Delivery separately and the Customer cannot reject Goods on the basis of a partial Delivery. 9.5 Where Goods remain in the possession of OA after the Delivery Time (including where the Customer fails for whatever reason to take Delivery of the Goods), OA is entitled to charge the Customer for all Claims or Losses occasioned by the Customer in not accepting Delivery, together with any Claims or Losses in respect of the carriage, care and custody of the Goods. 9.6 Unless otherwise agreed in writing by OA, all Goods will be delivered to the Delivery Address. The Customer must ensure that it or its employees or agents are in attendance at the Delivery Address at the agreed time or agreed period to accept Delivery of the Goods and to acknowledge receipt upon the consignment note or invoice accompanying the Goods. The Customer warrants that the person who signs the delivery notice is authorised to receive the Goods on their behalf. 9.7 A quantity, description, date and place of Delivery, as indicated on OAs invoice or dispatch note, shall be referenced as evidence of quantity, description, date and place of Delivery of the Goods. 9.8 If the Customer fails to take Delivery of the Goods on the specified date, and the Order is returned to OA, a second delivery charge may be imposed. 9.9 OA may arrange for the storage and carriage of Goods by couriers, contractors or sub-contractors. Notwithstanding any specific instructions given by the Customer as to the mode of carriage of Goods, and in the exercise of its absolute discretion, OA may have Goods carried or forwarded by any method which it deems fit. 9.10 Unless otherwise agreed in writing by OA, the cost of freight of Goods from the OA warehouse shall be paid for by the Customer. 9.11 Unless otherwise specified in a Quote, Goods shall be packed in OA standard packing. The cost of any special packing and packing materials required by the Customer shall be at the Customer’s expense. 9.12 A fixed $21.50 surcharge will be payable on the shipment of any dangerous Goods within an Order or such other surcharge amount as OA may in it's absolute discretion determine is applicable to the Order as specified in the Order Confirmation. 9.13 A fixed surcharge will be payable for any special and/or custom Orders which alters the original products by slitting, cutting or any other alteration of the product as specified in the Order Confirmation. 9.14 Once the Goods are altered, no returns or cancellations will be accepted unless the Goods are deemed to be defective. 9.15 Where Orders are freighted on a pallet provided by OA, OA may apply a fixed pallet charge to this order based on the size of pallet required as specified in the Order Confirmation. Due to the dimensions and weight of pallet orders, OA may be required to have Goods carried by any method which it deems fit.the

Appears in 1 contract

Sources: Conditions of Sale

Delivery. 9.1 Any Delivery Times of Supplies and /or Services shall be deemed to occur: 6.1 In the case of Supplies only when the Buyer is to collect, upon the Buyer collecting the Supplies from the Company’s premises at any time after the Company has notified the Buyer that the Supplies are ready for collection. 6.2 In the case of Supplies only, when the Supplies are to be delivered to an address other than the Company’s premises, upon physical delivery to the agreed address, or if the Buyer is unwilling or unable to give receipt, upon the Company tendering delivery at that address. The Company shall be under no obligation under section 32 (subsection 2) of the sale of goods act 1979. A receipt or delivery note signed by or on behalf of the Buyer will be proof of the time and date of delivery. 6.3 In the case of Supplies and Services, upon physical delivery of Supplies to the address where installation is to take place. If the Buyer is unable or unwilling to give receipt, upon the company tendering delivery at that address. 6.4 Delivery dates for Supplies and /or Services quoted by OA for the Delivery of Goods Company are estimates only. OA will use reasonable endeavours to deliver approximate only and the Goods to the Delivery Address on or before the Delivery Time specified in the Order. OA Company shall not be liable for any Claim delay in the delivery of Supplies or Loss provision of Services. Supplies may be delivered by the Customer or any third party for a delay, inability or failure Company in advance of the quoted delivery date upon reasonable notice being given to effect a Delivery by the Delivery Buyer. Time or at all. Any delay, inability or a failure by OA to effect a Delivery shall not entitle the Customer to treat this Agreement as repudiated by OA. 9.2 OA may notify the Customer of a new Delivery Time in the circumstances. 9.3 OA reserves the right to cancel an Order Confirmation at any time before or following the Delivery Time. OA delivery shall not be liable for any Claim or Loss whatsoever arising from such cancellation. Provided the Customer is not at fault for essence of the cancellation, OA will refund any deposit or monies paid contract unless agreed in writing by the Customer in relation to any invoice/s issued by OA in respect of the OrderCompany. 9.4 Any term relating to the quantity of Goods is not a fundamental term (or the essence) of this Agreement. OA 6.5 The Company reserves the right to make partial deliveries against an Order delivery by instalments and to issue a separate invoice for each partial Delivery separately and the Customer cannot reject Goods on the basis of a partial Deliveryinstalment. 9.5 6.6 Where Goods remain Supplies are delivered in the possession of OA after the Delivery Time (including where the Customer fails for whatever reason to take Delivery of the Goods)instalments, OA is entitled to charge the Customer for all Claims or Losses occasioned each delivery shall constitute a separate contract. Failure by the Customer in not accepting Delivery, together with Company to deliver any Claims one or Losses more of these instalments or any claim made by the Buyer in respect of any of these instalments shall not entitle the carriage, care and custody Buyer to withhold payment in respect of any instalment previously delivered. 6.7 In the event of the GoodsCompany failing to deliver the Supplies or complete the Services for any reason other than any cause beyond the Company’s control or fault of the Buyer, the Company’s liability to the Buyer shall be limited to the excess (if any) of the cost to the Buyer of similar goods and services to replace those not delivered. 9.6 Unless otherwise agreed in writing by OA, all Goods will be delivered to the Delivery Address. The Customer must ensure that it or its employees or agents are in attendance at the Delivery Address at the agreed time or agreed period to accept Delivery of the Goods and to acknowledge receipt upon the consignment note or invoice accompanying the Goods. The Customer warrants that the person who signs the delivery notice is authorised to receive the Goods on their behalf. 9.7 A quantity, description, date and place of Delivery, as indicated on OAs invoice or dispatch note, shall be referenced as evidence of quantity, description, date and place of Delivery of the Goods. 9.8 6.8 If the Customer Buyer fails to take Delivery delivery of Supplies, delays delivery with less than 48hrs notice or fails to give the Company adequate delivery instructions then the Company may: Store the Supplies until actual delivery and charge the Buyer for reasonable costs of storage, insurance and redelivery. Sell the Supplies for the best price obtainable and after deducting all reasonable storage and selling expenses, pay the Buyer any excess over the price under contract or charge the Buyer for any shortfall below the price under contract. 6.9 The Buyer shall ensure that any timber Supplies once delivered shall be stored in appropriate conditions to preserve the moisture content of the Goods on timber supplied at the specified date, time of delivery. The Company shall not be responsible for any change in the moisture content of the wood due to storage in unsuitable conditions and the Order is returned to OA, a second delivery charge any problems which may be imposedoccur because of this. 9.9 OA may arrange for 6.10 The Buyer shall ensure that the storage and carriage moisture content of Goods by couriersthe timber supplied is checked immediately upon delivery with an accurately calibrated moisture meter. 6.11 The Buyer shall ensure that he provides adequate labour to unload the Supplies on arrival, contractors or sub-contractors. Notwithstanding any specific instructions given unless an arrangement has been agreed with the Company. 6.12 All Supplies should be checked thoroughly upon delivery by the Customer as Buyer or the Buyer’s representative. Any problems relating to delivered Supplies must be reported to the mode Company within 24 hours by telephone and confirmed in writing within 3 days of carriage the Supplies being delivered. In the event of Goods, a problem being reported the Supplies should be rewrapped and stored in appropriate conditions to preserve the condition of the Supplies as they were delivered. The Buyer must keep all Supplies safe and in the exercise of its absolute discretion, OA may have Goods carried or forwarded by any method condition in which it deems fitthey were received until the Company has inspected them. Failure to comply with this condition shall absolve the Company from all further liability. 9.10 Unless otherwise agreed in writing by OA, the cost of freight of Goods from the OA warehouse shall be paid for by the Customer. 9.11 Unless otherwise specified in a Quote, Goods shall be packed in OA standard packing. The cost of any special packing and packing materials required by the Customer shall be at the Customer’s expense. 9.12 A fixed $21.50 surcharge will be payable on the shipment of any dangerous Goods within an Order or such other surcharge amount as OA may in it's absolute discretion determine is applicable to the Order as specified in the Order Confirmation. 9.13 A fixed surcharge will be payable for any special and/or custom Orders which alters the original products by slitting, cutting or any other alteration of the product as specified in the Order Confirmation. 9.14 Once the Goods are altered, no returns or cancellations will be accepted unless the Goods are deemed to be defective. 9.15 Where Orders are freighted on a pallet provided by OA, OA may apply a fixed pallet charge to this order based on the size of pallet required as specified in the Order Confirmation. Due to the dimensions and weight of pallet orders, OA may be required to have Goods carried by any method which it deems fit.

Appears in 1 contract

Sources: Terms and Conditions of Sale

Delivery. 9.1 Any Delivery Times quoted by OA for the Delivery of 6.1 The Goods are estimates only. OA will use reasonable endeavours to deliver the Goods to the Delivery Address on or before the Delivery Time specified in the Order. OA shall not be liable for any Claim or Loss by the Customer or any third party for a delay, inability or failure to effect a Delivery by the Delivery Time or at all. Any delay, inability or a failure by OA to effect a Delivery shall not entitle the Customer to treat this Agreement as repudiated by OA. 9.2 OA may notify the Customer of a new Delivery Time in the circumstances. 9.3 OA reserves the right to cancel an Order Confirmation at any time before or following the Delivery Time. OA shall not be liable for any Claim or Loss whatsoever arising from such cancellation. Provided the Customer is not at fault for the cancellation, OA will refund any deposit or monies paid by the Customer in relation to any invoice/s issued by OA in respect of the Order. 9.4 Any term relating to the quantity of Goods is not a fundamental term (or the essence) of this Agreement. OA reserves the right to make partial deliveries against an Order and to invoice each partial Delivery separately and the Customer cannot reject Goods on the basis of a partial Delivery. 9.5 Where Goods remain in the possession of OA after the Delivery Time (including where the Customer fails for whatever reason to take Delivery of the Goods), OA is entitled to charge the Customer for all Claims or Losses occasioned by the Customer in not accepting Delivery, together with any Claims or Losses in respect of the carriage, care and custody of the Goods. 9.6 Unless otherwise agreed in writing by OA, all Goods will be delivered to the place named on, and in accordance with, the Purchase Order. Delivery Addressshall be completed when the Goods have been unloaded at the point of delivery specified in the Purchase Order and delivery has been accepted by the Purchaser or its authorised representative. Any access to premises and any labour and equipment that may be provided by the Purchaser in connection with delivery shall be provided without acceptance by the Purchaser of any liability whatsoever or howsoever arising and the Supplier shall indemnify and keep indemnified the Purchaser in respect of any actions, suits, claims, demands, losses, charges, costs and expenses (including legal expenses and disbursements) which the Purchaser may suffer or incur as a result of or in connection with any damage or injury (including death) occurring in the course of delivery or installation to the extent that any such damage or injury is attributable to any act, omission or negligence of the Supplier or any of its sub- contractors. 6.2 The Services shall be delivered as detailed and in accordance with the Purchase Order and / or scoping document that sits alongside. Delivery shall be deemed complete when said Service(s) has been tested and accepted by the Purchaser or its authorised representative. The Customer must ensure Supplier will insure in the case of services that it may affect the Purchasers IT equipment and data storage that its integrity is maintained and that disaster recovery procedures have been adopted and validated before commencement of works. 6.3 Where any access to the premises is necessary in connection with delivery, installation or supply of services, the Supplier and its employees sub-contractors shall at all times comply with the reasonable requirements of the Purchaser or agents are in attendance at other authorised representative. 6.4 The time of delivery shall be of the essence for the purposes of the Contract and failure to deliver by the Delivery Address Date shall enable the Purchaser (at the agreed time or agreed period its option) to release itself from any obligation to accept and pay for the Goods/Services and/or to cancel all or part of the Goods/Services under the Purchase Order, in either case without prejudice to its other rights and remedies. 6.5 The Supplier’s failure to effect delivery on the Delivery Date specified shall entitle the Purchaser to purchase substitute Goods/Services and to hold the Supplier accountable for any and all loss and/or additional costs incurred as a result of such failure. 6.6 Failure by the Purchaser to exercise its options under Conditions 5.3 and/or 5.4 in respect of any part of a Purchase Order shall not be deemed to constitute a waiver with respect to any subsequent part of that Purchase Order. 6.7 If Goods are delivered before the Delivery Date, the Purchaser shall be entitled to its sole discretion to refuse to take delivery or to charge for insurance and storage of the Goods and to acknowledge receipt upon until the consignment note or invoice accompanying the Goods. The Customer warrants that the person who signs the delivery notice is authorised to receive the Goods on their behalfDelivery Date. 9.7 A quantity, description, date and place of Delivery, as indicated on OAs invoice or dispatch note, shall be referenced as evidence of quantity, description, date and place of Delivery of the Goods. 9.8 If the Customer fails to take Delivery of the Goods on the specified date, and the Order is returned to OA, a second delivery charge may be imposed. 9.9 OA may arrange for the storage and carriage of Goods by couriers, contractors or sub-contractors. Notwithstanding any specific instructions given by the Customer as to the mode of carriage of Goods, and in the exercise of its absolute discretion, OA may have Goods carried or forwarded by any method which it deems fit. 9.10 Unless otherwise agreed in writing by OA, the cost of freight of Goods from the OA warehouse shall be paid for by the Customer. 9.11 Unless otherwise specified in a Quote, Goods shall be packed in OA standard packing. The cost of any special packing and packing materials required by the Customer shall be at the Customer’s expense. 9.12 A fixed $21.50 surcharge will be payable on the shipment of any dangerous Goods within an Order or such other surcharge amount as OA may in it's absolute discretion determine is applicable to the Order as specified in the Order Confirmation. 9.13 A fixed surcharge will be payable for any special and/or custom Orders which alters the original products by slitting, cutting or any other alteration of the product as specified in the Order Confirmation. 9.14 Once the Goods are altered, no returns or cancellations will be accepted unless the Goods are deemed to be defective. 9.15 Where Orders are freighted on a pallet provided by OA, OA may apply a fixed pallet charge to this order based on the size of pallet required as specified in the Order Confirmation. Due to the dimensions and weight of pallet orders, OA may be required to have Goods carried by any method which it deems fit.

Appears in 1 contract

Sources: Purchase Agreement

Delivery. 9.1 Any Delivery Times quoted by OA 1. Time of delivery shall not be of the essence of any Contract. 1. The terms and conditions for delivery set out in this clause 8 are only applicable for delivery within the Delivery United Kingdom (save for clause 8.1 which shall apply in all Contracts). For delivery outside the UK the parties shall agree delivery terms and no Contract shall come into existence until such terms have been agreed. 2. Unless otherwise agreed delivery of the Goods are estimates onlyshall take place at the Purchaser's place of business. 3. OA will use reasonable endeavours to deliver Where The Outdoors Company makes delivery of the Goods to the Delivery Address on Purchaser's place of business or before any other place as agreed in writing, all charges in relation to carriage, including, without limitation transport costs, insurance and unloading, will at The Outdoors Company's option, be borne by the Delivery Time specified in Purchaser. 4. If for any reason the OrderPurchaser does not accept delivery of any of the Goods when they are ready for delivery then the Goods will be deemed to have been delivered, risk passing to the Purchaser (including for loss or damage caused by The Outdoors Company’s negligence) and The Outdoors Company may: 1. OA shall not store the Goods until actual delivery whereupon the Purchaser will be liable for all related costs and expenses (including without limitation storage and insurance); or 2. sell the Goods at the best price readily obtainable and (after deduction of all reasonable storage and selling expenses) charge the Purchaser for any Claim or Loss by shortfall below the Customer or any third party for a delay, inability or failure to effect a Delivery by the Delivery Time or at all. Any delay, inability or a failure by OA to effect a Delivery shall not entitle the Customer to treat this Agreement as repudiated by OAContract price. 9.2 OA may notify the Customer of a new Delivery Time in the circumstances. 9.3 OA 5. The Outdoors Company reserves the right to cancel an Order Confirmation deliver in instalments and any failure to deliver one instalment will not entitle the Purchaser to terminate the Contract. 6. The quantity of any consignment of Goods as recorded by The Outdoors Company upon despatch from The Outdoors Company’s place of business shall be conclusive evidence of the quantity received by the Purchaser on delivery unless the Purchaser can provide conclusive evidence proving the contrary. 7. Claims for shortages or damaged Goods must be made in writing to The Outdoors Company within 3 days of receipt of the Goods, failing which the Purchaser shall be deemed to have accepted the Goods and The Outdoors Company shall have no further liability for shortages or damaged Goods, subject to clause 10. 8. Claims for non delivery must be made to The Outdoors Company within 10 days of date of despatch shown on invoice or any other date of despatch notified by The Outdoors Company to the Purchaser, failing which The Outdoors Company shall have no further liability to the Purchaser for non delivery.  Returns 1. Notwithstanding any other provision in the Contract, The Outdoors Company may at any time before or following the Delivery Time. OA its option (but shall not be liable for any Claim obliged to) allow the Purchaser to return the Goods upon the following conditions: 1. that the relevant Goods are non-faulty; 2. that the relevant Goods are Goods that are ordinarily held in stock at one of The Outdoors Company’s locations; 3. that the relevant Goods have not been customised or Loss whatsoever arising from such cancellation. Provided altered to the Customer is not at fault for the cancellationPurchaser’s requirements, OA will refund any deposit or monies paid either by the Customer Purchaser or by The Outdoors Company. 4. that the Purchaser notifies The Outdoors Company within 10 days of delivery of its desire to return the Goods; 5. that the Goods are returned to The Outdoors Company within 15 days of delivery; 6. that the Goods are undamaged, in the original packaging, with all trademarks or other labelling intact and fully suitable for re-sale; 7. the Purchaser agrees to pay The Outdoors Company 20% or £15 whichever is greater as a handling fee against the return of non-faulty standard Goods. 2. In the event that the Outdoors Company allows the Purchaser to return Goods pursuant to clause 9.1 then The Outdoors Company and the Purchaser shall agree whether the Goods shall be delivered by the Purchaser to The Outdoors Company or collected by The Outdoors Company from the Purchaser. 3. Notwithstanding any other provision in these Conditions or the Contract, The Outdoors Company may from time to time at its sole option accept the return of non standard, non faulty Goods upon separate rates, terms and conditions, to be agreed with the Purchaser in advance of any such return. Non standard Goods are Goods which are not ordinarily held in stock at one of The Outdoors Company’s locations.  Quality 1. If The Outdoors Company establishes to its reasonable satisfaction that there is a defect in the Goods or there is some other failure by The Outdoors Company in relation to any invoice/s issued by OA the conformity of the Goods with the Contract, then The Outdoors Company shall, at its option, at its sole discretion and within a reasonable time: 1. replace such Goods with goods which are in all respects in accordance with the Contract; or 2. issue a credit note to the Purchaser in respect of the Orderwhole or part of the Contract price of such Goods as appropriate having taken back such Goods, subject, in every case, to the remaining provisions of this clause 10 provided that the liability of The Outdoors Company under this clause 10 shall in no event exceed the purchase price of such Goods and performance of any one of the above options shall constitute an entire discharge of The Outdoors Company’s liability under this warranty. 9.4 Any term relating to 2. This clause 10 shall not apply unless the quantity of Goods is not a fundamental term (or the essence) of this AgreementPurchaser: 1. OA reserves the right to make partial deliveries against an Order and to invoice each partial Delivery separately and the Customer cannot reject Goods on the basis of a partial Delivery. 9.5 Where Goods remain in the possession of OA after the Delivery Time (including where the Customer fails for whatever reason to take Delivery notifies The Outdoors Company of the Goods), OA is entitled to charge the Customer for all Claims or Losses occasioned by the Customer in not accepting Delivery, together with any Claims or Losses in respect alleged defect within 3 days of the carriage, care and custody of time when the Goods. 9.6 Unless otherwise agreed in writing by OA, all Goods will be delivered to the Delivery Address. The Customer must ensure that it Purchaser discovers or its employees or agents are in attendance at the Delivery Address at the agreed time or agreed period to accept Delivery of the Goods and to acknowledge receipt upon the consignment note or invoice accompanying the Goods. The Customer warrants that the person who signs the delivery notice is authorised to receive the Goods on their behalf. 9.7 A quantity, description, date and place of Delivery, as indicated on OAs invoice or dispatch note, shall be referenced as evidence of quantity, description, date and place of Delivery of the Goods. 9.8 If the Customer fails to take Delivery of the Goods on the specified date, and the Order is returned to OA, a second delivery charge may be imposed. 9.9 OA may arrange for the storage and carriage of Goods by couriers, contractors or sub-contractors. Notwithstanding any specific instructions given by the Customer as to the mode of carriage of Goods, and in the exercise of its absolute discretion, OA may have Goods carried or forwarded by any method which it deems fit. 9.10 Unless otherwise agreed in writing by OA, the cost of freight of Goods from the OA warehouse shall be paid for by the Customer. 9.11 Unless otherwise specified in a Quote, Goods shall be packed in OA standard packing. The cost of any special packing and packing materials required by the Customer shall be at the Customer’s expense. 9.12 A fixed $21.50 surcharge will be payable on the shipment of any dangerous Goods within an Order or such other surcharge amount as OA may in it's absolute discretion determine is applicable to the Order as specified in the Order Confirmation. 9.13 A fixed surcharge will be payable for any special and/or custom Orders which alters the original products by slitting, cutting or any other alteration of the product as specified in the Order Confirmation. 9.14 Once the Goods are altered, no returns or cancellations will be accepted unless the Goods are deemed to be defective. 9.15 Where Orders are freighted on a pallet provided by OA, OA may apply a fixed pallet charge to this order based on the size of pallet required as specified in the Order Confirmation. Due to the dimensions and weight of pallet orders, OA may be required ought to have Goods carried by any method which it deems fit.discovered the defect;

Appears in 1 contract

Sources: Terms and Conditions

Delivery. 9.1 5.1 The Goods shall be delivered to the place named on, and in accordance with, the Purchase Order. Delivery shall be completed when the Goods have been unloaded at the point of delivery specified in the Purchase Order and delivery has been accepted by the Purchaser or its authorised representative. Any Delivery Times quoted access to premises and any labour and equipment that may be provided by OA the Purchaser in connection with delivery shall be provided without acceptance by the Purchaser of any liability whatsoever or howsoever arising and the Supplier shall indemnify and keep indemnified the Purchaser in respect of any actions, suits, claims, demands, losses, charges, costs and expenses (including legal expenses and disbursements) which the Purchaser may suffer or incur as a result of or in connection with any damage or injury (including death) occurring in the course of delivery or installation to the extent that any such damage or injury is attributable to any act, omission or negligence of the Supplier or any of its sub-contractors. 5.2 Where any access to the premises is necessary in connection with delivery or installation, the Supplier and its sub-contractors shall at all times comply with the relevant site health and safety policy and any reasonable instructions of the Purchaser's Health and Safety officer or other authorised representative. 5.3 The time of delivery shall be of the essence for the purposes of the Contract and failure to deliver by the Delivery Date shall enable the Purchaser (at its option) to release itself from any obligation to accept and pay for the Goods and/or to cancel all or part of the Goods under the Purchase Order, in either case without prejudice to its other rights and remedies. 5.4 The Supplier's failure to effect delivery on the Delivery Date specified shall entitle the Purchaser to purchase substitute Goods and to hold the Supplier accountable for any and all loss and/or additional costs incurred as a result of such failure. 5.5 Failure by the Purchaser to exercise its options under Clauses 5.3 and/or 5.4 in respect of any part of a Purchase Order shall not be deemed to constitute a waiver with respect to any subsequent part of that Purchase Order. 5.6 If Goods are estimates only. OA will use reasonable endeavours to deliver the Goods to the Delivery Address on or delivered before the Delivery Time specified Date, the Purchaser shall be entitled to its sole discretion to refuse to take delivery or to charge for insurance and storage of the Goods until the Delivery Date. 5.7 Unless otherwise stated in the Purchase Order. OA : 5.7.1 the Supplier is responsible for obtaining and the cost of all the export and import licences for the Goods; and 5.7.2 the Purchaser shall not be liable for any Claim or Loss by the Customer or any third party for a delay, inability or failure to effect a Delivery by the Delivery Time or at all. Any delay, inability or a failure by OA to effect a Delivery shall not entitle the Customer to treat this Agreement as repudiated by OA. 9.2 OA may notify the Customer of a new Delivery Time in the circumstances. 9.3 OA reserves the right to cancel an Order Confirmation at any time before or following the Delivery Time. OA shall not be liable for any Claim or Loss whatsoever arising from such cancellation. Provided the Customer is not at fault for the cancellation, OA will refund any deposit or monies paid by the Customer in relation to any invoice/s issued by OA in respect of the Order. 9.4 Any term taxes relating to the quantity of Goods is not a fundamental term (or the essence) of this Agreement. OA reserves the right to make partial deliveries against an Order and to invoice each partial Delivery separately and the Customer cannot reject Goods on the basis of a partial Delivery. 9.5 Where Goods remain in the possession of OA after the Delivery Time (including where the Customer fails for whatever reason to take Delivery of the Goods), OA is entitled to charge the Customer for all Claims or Losses occasioned by the Customer in not accepting Delivery, together with any Claims or Losses in respect of the carriage, care and custody import of the Goods. 9.6 Unless otherwise agreed in writing by OA, all Goods will be delivered to 5.8 In the Delivery Address. The Customer must ensure that it or its employees or agents are in attendance at the Delivery Address at the agreed time or agreed period to accept Delivery case of the Goods and supplied from outside the UK, the Supplier shall ensure that accurate information is provided to acknowledge receipt upon the consignment note or invoice accompanying the Goods. The Customer warrants that the person who signs the delivery notice is authorised to receive the Goods on their behalf. 9.7 A quantity, description, date and place of Delivery, as indicated on OAs invoice or dispatch note, shall be referenced as evidence of quantity, description, date and place of Delivery of the Goods. 9.8 If the Customer fails to take Delivery of the Goods on the specified date, and the Order is returned to OA, a second delivery charge may be imposed. 9.9 OA may arrange for the storage and carriage of Goods by couriers, contractors or sub-contractors. Notwithstanding any specific instructions given by the Customer Purchaser as to the mode country of carriage of Goods, origin and in the exercise of its absolute discretion, OA may have Goods carried or forwarded by any method which it deems fit. 9.10 Unless otherwise agreed in writing by OA, the cost of freight of Goods from the OA warehouse Supplier shall be paid liable for by additional duties or taxes should the Customer. 9.11 Unless otherwise specified in a Quote, Goods shall country of origin prove to be packed in OA standard packing. The cost of any special packing and packing materials required by the Customer shall be at the Customer’s expense. 9.12 A fixed $21.50 surcharge will be payable on the shipment of any dangerous Goods within an Order or such other surcharge amount as OA may in it's absolute discretion determine is applicable different to the Order as specified in the Order Confirmationone stated. 9.13 A fixed surcharge will be payable for any special and/or custom Orders which alters the original products by slitting, cutting or any other alteration of the product as specified in the Order Confirmation. 9.14 Once the Goods are altered, no returns or cancellations will be accepted unless the Goods are deemed to be defective. 9.15 Where Orders are freighted on a pallet provided by OA, OA may apply a fixed pallet charge to this order based on the size of pallet required as specified in the Order Confirmation. Due to the dimensions and weight of pallet orders, OA may be required to have Goods carried by any method which it deems fit.

Appears in 1 contract

Sources: General Conditions of Purchase

Delivery. 9.1 Any Delivery Times quoted by OA for the Delivery of Goods are estimates only. OA will use reasonable endeavours to The Supplier shall deliver the Goods to the Delivery Address Premises on or before the Delivery Time Date at the time specified in the OrderPurchase Order (or Award Letter). OA Any access to premises and any labour and equipment that may be provided by the Customer in connection with delivery shall not be liable for provided, without acceptance by the Customer of any Claim liability whatsoever and the Supplier shall indemnify the Customer and the Crown in respect of any actions, suits, claims, demands, losses, charges, costs and expenses, which the Customer or Loss the Crown may suffer or incur as a result of or in connection with any damage or injury (whether fatal or otherwise) occurring in the course of delivery or installation to the extent that any such damage or injury is attributable to any act or omission of the Supplier or any of his sub-contractors. Each delivery of the Goods shall be accompanied by a delivery note which shows the PO number and the type and quantity of the Goods. Where any access to the Customer's premises is necessary in connection with delivery or installation the Supplier and his sub-contractors shall at all times comply with the reasonable requirements of the Customer's security arrangements. Non-delivery Where (i) the Supplier fails to deliver the Goods on the Delivery Date or times specified by the Customer or any third party for a delay, inability or failure to effect a Delivery agreed by the Delivery Time or at all. Any delay, inability or a failure by OA to effect a Delivery shall not entitle the Customer to treat this Agreement as repudiated by OA. 9.2 OA may notify the Customer of a new Delivery Time Parties (where set out in the circumstances. 9.3 OA reserves the right to cancel an Purchase Order Confirmation at any time before or following the Delivery Time. OA shall not be liable for any Claim Award Letter); or Loss whatsoever arising from such cancellation. Provided the Customer is not at fault for the cancellation, OA will refund any deposit or monies paid by the Customer in relation to any invoice/s issued by OA in respect of the Order. 9.4 Any term relating to the quantity of Goods is not a fundamental term (or the essenceii) of this Agreement. OA reserves the right to make partial deliveries against an Order and to invoice each partial Delivery separately and the Customer cannot reject Goods on the basis of a partial Delivery. 9.5 Where Goods remain in the possession of OA after the Delivery Time (including where the Customer fails for whatever reason to take Delivery of the Goods), OA is entitled to charge the Customer for all Claims or Losses occasioned by the Customer in not accepting Delivery, together with any Claims or Losses in respect of the carriage, care and custody of the Goods. 9.6 Unless otherwise agreed in writing by OA, all Goods will be delivered to the Delivery Address. The Customer must ensure that it or its employees or agents are in attendance at the Delivery Address at the agreed time or agreed period to accept Delivery of the Goods and to acknowledge receipt upon do not comply with the consignment note or invoice accompanying the Goods. The Customer warrants that the person who signs the delivery notice is authorised to receive the Goods on their behalf. 9.7 A quantityprovisions of clause 3, description, date and place of Delivery, as indicated on OAs invoice or dispatch note, shall be referenced as evidence of quantity, description, date and place of Delivery of the Goods. 9.8 If the Customer fails to take Delivery of the Goods on the specified date, and the Order is returned to OA, a second delivery charge may be imposed. 9.9 OA may arrange for the storage and carriage of Goods by couriers, contractors or sub-contractors. Notwithstanding then without limiting any specific instructions given by the Customer as to the mode of carriage of Goods, and in the exercise of its absolute discretionother rights or remedies, OA may have Goods carried or forwarded by any method which it deems fit. 9.10 Unless otherwise agreed in writing by OA, the cost of freight of Goods from the OA warehouse shall be paid for by the Customer. 9.11 Unless otherwise specified in a Quote, Goods shall be packed in OA standard packing. The cost of any special packing and packing materials required by the Customer shall be entitled: to terminate the Agreement; request the Supplier, free of charge, to deliver substitute Goods within the timescales specified by the Customer; to require the Supplier to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods (if paid); to reject the Goods (in whole or part) and return them to the Supplier at the CustomerSupplier’s own risk and expense. 9.12 A fixed $21.50 surcharge will be payable on ; to buy the shipment of any dangerous same or similar Goods within an Order or such other surcharge amount as OA may in it's absolute discretion determine is applicable from another Supplier; to recover the Order as specified in the Order Confirmation. 9.13 A fixed surcharge will be payable for any special and/or custom Orders which alters the original products by slitting, cutting or any other alteration element of the product as specified in the Order Confirmation. 9.14 Once cost of buying the Goods are altered, no returns or cancellations will be accepted unless from another Supplier which exceed the Goods are deemed to be defectivePrice. 9.15 Where Orders are freighted on a pallet provided by OA, OA may apply a fixed pallet charge to this order based on the size of pallet required as specified in the Order Confirmation. Due to the dimensions and weight of pallet orders, OA may be required to have Goods carried by any method which it deems fit.

Appears in 1 contract

Sources: Terms and Conditions of Contract for Goods

Delivery. 9.1 The Supplier shall ensure that: the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition; each delivery of Goods is accompanied by a delivery note which shows the order number, the type and quantity of Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the relevant Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and if the Supplier requires Plus Dane to return any packaging material to the Supplier, that fact is clearly stated on the delivery note. Any such packaging material shall be returned to the Supplier at the cost of the Supplier. The Supplier shall deliver the Goods specified in each Order: on or before its relevant Delivery Times quoted Date, provided that if the Supplier intends to deliver before the Delivery Date, it has sought Plus ▇▇▇▇'s prior written consent to do so; at the Delivery Location; and during Plus ▇▇▇▇'s normal business hours, or as instructed by OA for the Plus ▇▇▇▇. Delivery of Goods are estimates only. OA will use reasonable endeavours to deliver is completed on the completion of unloading of those Goods to at the Delivery Address on Location. If the Supplier delivers more or before the Delivery Time specified in the Order. OA shall not be liable for any Claim or Loss by the Customer or any third party for a delay, inability or failure to effect a Delivery by the Delivery Time or at all. Any delay, inability or a failure by OA to effect a Delivery shall not entitle the Customer to treat this Agreement as repudiated by OA. 9.2 OA may notify the Customer of a new Delivery Time in the circumstances. 9.3 OA reserves the right to cancel an Order Confirmation at any time before or following the Delivery Time. OA shall not be liable for any Claim or Loss whatsoever arising from such cancellation. Provided the Customer is not at fault for the cancellation, OA will refund any deposit or monies paid by the Customer in relation to any invoice/s issued by OA in respect of the Order. 9.4 Any term relating to less than the quantity of Goods is not ordered, and Plus Dane accepts the delivery, a fundamental term (or the essence) of this Agreement. OA reserves the right to make partial deliveries against an Order and to invoice each partial Delivery separately and the Customer cannot reject Goods on the basis of a partial Delivery. 9.5 Where Goods remain in the possession of OA after the Delivery Time (including where the Customer fails for whatever reason to take Delivery of the Goods), OA is entitled to charge the Customer for all Claims or Losses occasioned by the Customer in not accepting Delivery, together with any Claims or Losses in respect of the carriage, care and custody of the Goods. 9.6 Unless otherwise agreed in writing by OA, all Goods will pro rata adjustment shall be delivered made to the Delivery Address. The Customer must ensure that it or its employees or agents are in attendance at the Delivery Address at the agreed time or agreed period to accept Delivery of the Goods and to acknowledge receipt upon the consignment note or invoice accompanying for the Goods. The Customer warrants that If the person who signs Supplier: delivers less than 95% of the delivery notice is authorised to receive quantity of Goods ordered, Plus Dane may reject the Goods; or delivers more than 100% of the quantity of Goods ordered, Plus Dane may at its discretion reject the Goods or the excess Goods. If Plus ▇▇▇▇ rejects any Goods they are returnable at the Supplier's risk and expense. If the Supplier fails to collect rejected Goods within a reasonable period after notification of the rejection, Plus Dane may charge the Supplier storage costs and sell or dispose of the rejected Goods. Plus ▇▇▇▇ will account to the Supplier for the proceeds of sale (if any) after deducting the purchase price paid for the Goods, storage costs and its reasonable costs and expenses in connection with the sale. The Supplier shall not deliver Orders in instalments without Plus Dane's prior written consent. Where it is agreed that Orders may be delivered by instalments, such instalments shall be invoiced separately. However, failure by the Supplier to deliver any one instalment on their behalf. 9.7 A quantitytime or at all, description, date and place of Delivery, as indicated on OAs invoice or dispatch noteany defect in an instalment, shall be referenced as evidence of quantity, description, date and place of Delivery of the Goods. 9.8 If the Customer fails to take Delivery of the Goods on the specified date, and the Order is returned to OA, a second delivery charge may be imposed. 9.9 OA may arrange for the storage and carriage of Goods by couriers, contractors or sub-contractors. Notwithstanding any specific instructions given by the Customer as entitle Plus Dane to the mode of carriage of Goods, and remedies set out in the exercise of its absolute discretion, OA may have Goods carried or forwarded by any method which it deems fitclause 5. 9.10 Unless otherwise agreed in writing by OA, the cost of freight of Goods from the OA warehouse shall be paid for by the Customer. 9.11 Unless otherwise specified in a Quote, Goods shall be packed in OA standard packing. The cost of any special packing and packing materials required by the Customer shall be at the Customer’s expense. 9.12 A fixed $21.50 surcharge will be payable on the shipment of any dangerous Goods within an Order or such other surcharge amount as OA may in it's absolute discretion determine is applicable to the Order as specified in the Order Confirmation. 9.13 A fixed surcharge will be payable for any special and/or custom Orders which alters the original products by slitting, cutting or any other alteration of the product as specified in the Order Confirmation. 9.14 Once the Goods are altered, no returns or cancellations will be accepted unless the Goods are deemed to be defective. 9.15 Where Orders are freighted on a pallet provided by OA, OA may apply a fixed pallet charge to this order based on the size of pallet required as specified in the Order Confirmation. Due to the dimensions and weight of pallet orders, OA may be required to have Goods carried by any method which it deems fit.

Appears in 1 contract

Sources: Purchase Agreement

Delivery. 9.1 Any Delivery Times quoted by OA for the Delivery of Goods are estimates only. OA will use reasonable endeavours to deliver the Goods to the Delivery Address on or before the Delivery 4.1 Time specified in the Order. OA shall not be liable of the essence in the contract. 4.2 Any time or date specified for any Claim or Loss delivery by the Customer Company or the Buyer, in respect of any third party for a delaysale, inability or failure shall be approximation and guide only. 4.3 If the Company is unable to effect a Delivery delivery of any part of the goods on the date or time stipulated by it or the Delivery Time or at all. Any delayBuyer, inability or a failure by OA the Buyer shall be obliged to take delivery as and when the Company can reasonably effect such delivery. 4.4 The Company endeavours to effect a Delivery shall delivery on any date specified by it or agreed upon by it, but does not entitle the Customer to treat this Agreement as repudiated by OA. 9.2 OA may notify the Customer give any warranties of a new Delivery Time in the circumstances. 9.3 OA reserves the right to cancel an Order Confirmation at any time before whatsoever nature or following the Delivery Time. OA kind and it shall not be liable held responsible for any Claim damages of whatsoever nature, or Loss whatsoever arising from loss of profit, or any consequential or indirect damages which the Buyer may suffer as a result of such cancellation. Provided the Customer is not at fault for the cancellation, OA will refund any deposit or monies paid by the Customer in relation to any invoice/s issued by OA in respect of the Orderlater delivery. 9.4 Any term relating to the quantity of Goods is not a fundamental term (or the essence) of this Agreement. OA reserves the right to make partial deliveries against an Order and to invoice each partial Delivery separately and the Customer cannot reject Goods on the basis of a partial Delivery. 9.5 Where Goods remain in the possession of OA after the Delivery Time (including where the Customer fails for whatever reason to take Delivery of the Goods), OA 4.5 The Company is entitled to charge storage costs where the Customer for Buyer requests the Company to withhold or postpone deliver, and the Company agrees thereto, and the Buyer undertakes to pay any and all Claims or Losses occasioned storage costs related to goods not taken, at the prevailing storage rates charges by the Customer Company. 4.6 The risk in not accepting Delivery, together with any Claims or Losses in respect and to the goods purchased shall pass to the Buyer upon delivery. Such delivery will be deemed to have been effected upon tender of the carriagegoods for acceptance by the Buyer within normal business hours, care and custody at the Buyers place of business or such other place nominated by the Buyer, or the Company’s place of business, if the Buyer elects to collect the goods. 4.7 In the event of the GoodsCompany, for any reason whatsoever, not being able to effect delivery of all the goods, the Company may, in its discretion, effect delivery of such goods as it can, and the Buyer is obliged to accept such partial delivery of goods, and such delivery shall be deemed to be a sale for such listed quantity of goods, concluded in terms of these terms and conditions. 9.6 Unless otherwise agreed in writing by OA4.8 Should the Buyer have any claim whatsoever, all Goods will be delivered to the Delivery Address. The Customer must ensure that it or its employees or agents are in attendance at the Delivery Address at the agreed time or agreed period to accept Delivery arising out of a partial delivery of the Goods goods, the Buyer shall, notify the Company within 24 hours of receiving or tendering of possession of the goods by the Company or the carrier of the goods, where the carrier is the Company’s agent; and to acknowledge receipt upon the consignment note or invoice accompanying the Goods. The Customer warrants that the person who signs endorse the delivery notice is authorised to receive the Goods on their behalfnote accordingly. 9.7 A quantity4.9 Unless the Buyer gives timeous notice of the partial delivery, descriptionin terms of 4.8 above, date the Buyer shall be deemed to have received the goods as set out in the delivery note and place of Deliveryrelevant invoices. 4.10 Notwithstanding anything previously contained herein, no carrier, as indicated on OAs invoice or dispatch noteagent of the Company, shall be referenced as evidence of quantity, description, date and place of Delivery obliged to enter the premises of the Goods. 9.8 If Buyer to enable offloading to be effected. However, if such vehicle should enter the Customer fails Buyer’s premises, it shall be deemed to take Delivery of do so at the Goods on the specified date, Buyer’s specific instance and the Order is returned to OA, a second delivery charge may be imposed. 9.9 OA may arrange for the storage and carriage of Goods by couriers, contractors or sub-contractors. Notwithstanding any specific instructions given by the Customer as to the mode of carriage of Goodsrequest, and in that event the exercise Company and/or its servants and/or agents shall accept no liability for damage or loss occasioned to the Buyer or any third party, arising in any way from such entry or for that matter, exiting from the Buyer’s premises, or from the offloading thereof, or from any negligent act or omission of the Company of its absolute discretionagent carrier during the course of entering, OA may have Goods carried exiting or forwarded by any method which it deems fit. 9.10 Unless otherwise agreed in writing by OAoffloading. Further, the cost of freight of Goods from Buyer hereby indemnifies and holds the OA warehouse shall be paid for by the Customer. 9.11 Unless otherwise specified in a Quote, Goods shall be packed in OA standard packing. The cost of any special packing and packing materials required by the Customer shall be at the Customer’s expense. 9.12 A fixed $21.50 surcharge will be payable on the shipment of any dangerous Goods within an Order or such other surcharge amount as OA may in it's absolute discretion determine is applicable to the Order as specified in the Order Confirmation. 9.13 A fixed surcharge will be payable Company harmless against liability for any special and/or custom Orders which alters the original products by slitting, cutting such damage or any other alteration of the product as specified in the Order Confirmationloss. 9.14 Once the Goods are altered, no returns or cancellations will be accepted unless the Goods are deemed to be defective. 9.15 Where Orders are freighted on a pallet provided by OA, OA may apply a fixed pallet charge to this order based on the size of pallet required as specified in the Order Confirmation. Due to the dimensions and weight of pallet orders, OA may be required to have Goods carried by any method which it deems fit.

Appears in 1 contract

Sources: General Terms & Conditions of Sale

Delivery. 9.1 Any Delivery Times quoted (a) Prior to the Effective Time, the Company shall appoint a Person authorized to act as exchange agent in connection with the transactions contemplated by OA Section 3.01, which Person shall be selected by the Company and be reasonably acceptable to Hepion (the “Exchange Agent”) and enter into an exchange agent agreement reasonably acceptable to the Company and Hepion with the Exchange Agent (the “Exchange Agent Agreement”) for the Delivery purpose of Goods are estimates only. OA will use reasonable endeavours to deliver exchanging, upon the Goods terms and subject to the Delivery Address conditions set forth in this Agreement, each share of Hepion Common Stock on or before the Delivery register of stockholders of Hepion as of immediately prior to the Effective Time specified for the Hepion Shares Merger Consideration issuable in respect of such Hepion Common Stock. At least two Business Days prior to the Order. OA Closing, the Company and Hepion shall not be liable direct the Exchange Agent to, at the Effective Time, exchange each such share of Hepion Common Stock for any Claim or Loss by the Customer or any third party for a delay, inability or failure applicable Merger Consideration pursuant to effect a Delivery by the Delivery Time or at all. Any delay, inability or a failure by OA to effect a Delivery shall not entitle Exchange Agent Agreement and perform the Customer to treat this Agreement as repudiated by OAExchange Agent’s other obligations thereunder. 9.2 OA may notify (b) All Company Ordinary Shares delivered upon the Customer exchange of a new Delivery Time Hepion Common Stock in accordance with the circumstances. 9.3 OA reserves terms of this Article III shall be deemed to have been exchanged in full satisfaction of all rights pertaining to the securities represented by such shares of Hepion Common Stock and there shall be no further registration of transfers on the register of shareholders of Hepion of the Hepion Common Stock. From and after the Effective Time, holders of shares of Hepion Common Stock shall cease to have any rights as shareholders of Hepion, except the right to cancel an Order Confirmation at any time before or following the Delivery Time. OA shall not be liable for any Claim or Loss whatsoever arising from such cancellation. Provided the Customer is not at fault for the cancellationreceive Company Ordinary Shares in exchange therefor, OA will refund any deposit or monies paid by the Customer as provided in relation to any invoice/s issued by OA in respect of the Orderthis Agreement. 9.4 Any term relating to (c) From and after the quantity Effective Time, until surrendered or transferred, as applicable, in accordance with this Section 3.03, each share of Goods is not a fundamental term (or the essence) of this Agreement. OA reserves Hepion Common Stock shall solely represent the right to make partial deliveries against an Order and receive the Hepion Shares Merger Consideration to invoice each partial Delivery separately and the Customer cannot reject Goods on the basis of a partial Delivery. 9.5 Where Goods remain in the possession of OA after the Delivery Time (including where the Customer fails for whatever reason to take Delivery of the Goods), OA which such Hepion Common Stock is entitled to charge receive pursuant to this Agreement. (d) Notwithstanding anything to the Customer for all Claims or Losses occasioned by the Customer contrary in not accepting Deliverythis Agreement, together with any Claims or Losses in respect none of the carriageParties or the Surviving Company or the Exchange Agent shall be liable to any Person for any amount properly paid to a public official pursuant to any applicable abandoned property, care and custody escheat or similar applicable Law. Any portion of the Goods. 9.6 Unless Merger Consideration remaining unclaimed by Hepion Stockholders immediately prior to such time when the amounts would otherwise agreed in writing by OAescheat to, all Goods will be delivered or become property of, any Governmental Authority shall become, to the Delivery Address. The Customer must ensure that it or its employees or agents are in attendance at extent permitted by applicable Law, the Delivery Address at the agreed time or agreed period to accept Delivery property of the Goods Company free and to acknowledge receipt upon the consignment note or invoice accompanying the Goods. The Customer warrants that the person who signs the delivery notice is authorised to receive the Goods on their behalf. 9.7 A quantity, description, date and place of Delivery, as indicated on OAs invoice or dispatch note, shall be referenced as evidence of quantity, description, date and place of Delivery of the Goods. 9.8 If the Customer fails to take Delivery of the Goods on the specified date, and the Order is returned to OA, a second delivery charge may be imposed. 9.9 OA may arrange for the storage and carriage of Goods by couriers, contractors or sub-contractors. Notwithstanding any specific instructions given by the Customer as to the mode of carriage of Goods, and in the exercise of its absolute discretion, OA may have Goods carried or forwarded by any method which it deems fit. 9.10 Unless otherwise agreed in writing by OA, the cost of freight of Goods from the OA warehouse shall be paid for by the Customer. 9.11 Unless otherwise specified in a Quote, Goods shall be packed in OA standard packing. The cost clear of any special packing and packing materials required by the Customer shall be at the Customer’s expense. 9.12 A fixed $21.50 surcharge will be payable on the shipment claims or interest of any dangerous Goods within an Order or such other surcharge amount as OA may in it's absolute discretion determine is applicable to the Order as specified in the Order ConfirmationPerson previously entitled thereto. 9.13 A fixed surcharge will be payable for any special and/or custom Orders which alters the original products by slitting, cutting or any other alteration of the product as specified in the Order Confirmation. 9.14 Once the Goods are altered, no returns or cancellations will be accepted unless the Goods are deemed to be defective. 9.15 Where Orders are freighted on a pallet provided by OA, OA may apply a fixed pallet charge to this order based on the size of pallet required as specified in the Order Confirmation. Due to the dimensions and weight of pallet orders, OA may be required to have Goods carried by any method which it deems fit.

Appears in 1 contract

Sources: Merger Agreement (Hepion Pharmaceuticals, Inc.)

Delivery. 9.1 Any Delivery Times quoted by OA for We have performed our obligation to deliver, as soon as the Delivery goods are displaced at Customer’s disposal in the agreed store; in case of carriage paid delivery as soon as the Goods are estimates only. OA will use reasonable endeavours handed over to deliver the Goods to the Delivery Address on or before the Delivery Time specified a freight forwarder; and in the Ordercase of CIF or CIP Sales as soon as the documents conforming to contract are handed over to Customer. OA shall not be liable for any Claim or Loss by The Goods are always forwarded at Customer’s risk, also when both parties have agreed upon franco-delivery. In this case we can choose the Customer or any third party for a delay, inability or failure to effect a Delivery by the Delivery Time or at all. Any delay, inability or a failure by OA to effect a Delivery shall not entitle the Customer to treat this Agreement as repudiated by OA. 9.2 OA may notify the Customer of a new Delivery Time in the circumstances. 9.3 OA reserves the right to cancel an Order Confirmation at any time before or following the Delivery Time. OA shall not be liable for any Claim or Loss whatsoever arising from such cancellation. Provided the Customer is not at fault for the cancellation, OA will refund any deposit or monies paid by the Customer in relation to any invoice/s issued by OA in respect mode and routing of the Order. 9.4 Any term relating transportation. We are entitled to partial delivery. Customers undertake to supply, in accordance with Sellers’ requirements, all necessary Import Licences, Import Certificates, End Use Certificates, and/or Delivery Verification Certificates, all of which shall be valid in full force and effect. Customers represent and warrant that they have obtained all necessary permissions and complied with all applicable regulations and formalities before entering into this Contract and Customers undertake to indemnify and hold Sellers harmless from and against all claims, demands, actions, proceedings, liabilities, losses, costs, charges, and expenses which may be made or brought against Sellers or which Sellers may suffer or incur in consequence of Customer’s failure so to do. In case it turns out, after the quantity conclusion of Goods is not a fundamental term (or the essence) of this Agreement. OA reserves contract, that the right goods fail to make partial deliveries against an Order fulfil the German legal requirements, we are entitled to withdraw from the contract, and to invoice each partial Delivery separately and the Customer cannot reject Goods on assert any claim because of our withdrawal, except those to restoration of what has been received in performance of the basis of a partial Delivery. 9.5 Where Goods remain contract. For goods to be discharged, goods afloat or carted goods delivery provides that we will have been supplied correctly and punctually ourselves. The delivered goods are intended to be used in the possession of OA after the Delivery Time (including country where the Customer fails for whatever reason to take Delivery of the Goods)they were ordered from. Export, OA is entitled to charge the Customer for all Claims or Losses occasioned by the Customer in not accepting Deliveryespecially resale, together with any Claims or Losses in respect of the carriage, care and custody of the Goods. 9.6 Unless otherwise agreed in writing by OA, all Goods will be delivered to the Delivery Address. The Customer must ensure that it or its employees or agents are in attendance at the Delivery Address at the agreed time or agreed period to accept Delivery of the Goods and to acknowledge receipt upon that were delivered by us, across the consignment note or invoice accompanying the Goods. The Customer warrants that the person who signs the delivery notice is authorised to receive the Goods on their behalf. 9.7 A quantity, description, date and place of Delivery, as indicated on OAs invoice or dispatch note, shall be referenced as evidence of quantity, description, date and place of Delivery border of the Goodscountry where we delivered to, can only be permitted with our express prior consent which Customer is obliged to procure beforehand. 9.8 If the Customer fails to take Delivery of the Goods on the specified date, and the Order is returned to OA, a second delivery charge may be imposed. 9.9 OA may arrange for the storage and carriage of Goods by couriers, contractors or sub-contractors. Notwithstanding any specific instructions given by the Customer as to the mode of carriage of Goods, and in the exercise of its absolute discretion, OA may have Goods carried or forwarded by any method which it deems fit. 9.10 Unless otherwise agreed in writing by OA, the cost of freight of Goods from the OA warehouse shall be paid for by the Customer. 9.11 Unless otherwise specified in a Quote, Goods shall be packed in OA standard packing. The cost of any special packing and packing materials required by the Customer shall be at the Customer’s expense. 9.12 A fixed $21.50 surcharge will be payable on the shipment of any dangerous Goods within an Order or such other surcharge amount as OA may in it's absolute discretion determine is applicable to the Order as specified in the Order Confirmation. 9.13 A fixed surcharge will be payable for any special and/or custom Orders which alters the original products by slitting, cutting or any other alteration of the product as specified in the Order Confirmation. 9.14 Once the Goods are altered, no returns or cancellations will be accepted unless the Goods are deemed to be defective. 9.15 Where Orders are freighted on a pallet provided by OA, OA may apply a fixed pallet charge to this order based on the size of pallet required as specified in the Order Confirmation. Due to the dimensions and weight of pallet orders, OA may be required to have Goods carried by any method which it deems fit.

Appears in 1 contract

Sources: General Terms and Conditions

Delivery. 9.1 10.1 Any Delivery Times quoted by OA period or date for the Delivery delivery of Goods are estimates only. OA or provision of Services stated by the Supplier is an estimate only and not a contractual commitment. 10.2 The Supplier will use its reasonable endeavours to deliver meet any estimated dates for delivery of the Goods to or performance of the Delivery Address on or before the Delivery Time specified in the Order. OA shall Services but will not be liable for any Claim loss or Loss damage suffered by the Customer or any third party for a delay, inability or failure to effect meet any estimated date. 10.3 If the Supplier cannot complete the Services or deliver the Goods by any estimated date, it will complete the Services or deliver the Goods within a reasonable time. 10.4 Delivery of the Goods shall take place, unless agreed in writing by the Supplier, when: (a) the Customer takes possession of the Goods at the Supplier’s address; or (b) the Customer takes possession of the Goods at the Customer’s nominated address (in the event that the Goods are delivered by the Supplier or the Supplier’s nominated carrier); or (c) the Customer’s nominated ▇▇▇▇▇▇▇ takes possession of the Goods in which event the carrier shall be deemed to be the Customer’s agent. 10.5 The costs of delivery are in addition to the stated price. 10.6 The Customer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery. In the event that the Customer is unable to take delivery of the Goods as arranged then the Supplier shall be entitled to charge a reasonable fee for redelivery. 10.7 Delivery Time of the Goods to a third party nominated by the Customer is deemed to be delivery to the Customer for the purposes of theseTerms. 10.8 The Supplier may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of these Terms. 10.9 The Customer shall take delivery of the Goods tendered notwithstanding that the quantity so delivered shall be either greater or at all. Any delay, inability or a failure by OA to effect a Delivery lesser than the quantity purchased provided that: (a) suchdiscrepancy in quantity shall not entitle exceed five percent (5%); (b) the Customer price shall be adjusted pro rata to treat this Agreement as repudiated by OAthediscrepancy. 9.2 OA may notify the Customer of a new Delivery Time in the circumstances. 9.3 OA reserves the right to cancel an Order Confirmation at any time before or following the Delivery Time. OA 10.10 The Supplier shall not be liable for freight costs on any Claim Goods returned to it by the Customer where a Return Authorisation Number (RA No.) has not been arranged withthe Supplier prior to return. 10.11 The Supplier is not responsible to the Customer or Loss whatsoever arising from such cancellation. Provided for any loss or damage to Goods during transit caused by any event of any kind by any person (whether or not the Supplier is legally responsible for the person who caused or contributed to that loss or damage), except where the Customer is a consumer and the Supplier has not at fault for the cancellation, OA will refund any deposit or monies paid by used due care and skill. The Supplier may provide the Customer with such assistance as may be necessary to press claims on carriers provided that the Customer: (a) has notified the Supplier and the carriers in relation to any invoice/s issued by OA in respect writing immediately after loss or damage is discovered on receipt of Goods; and (b) lodges a claim for compensation on the carrier within three (3) days of the Order. 9.4 Any term relating to the quantity date of Goods is not a fundamental term (or the essence) of this Agreement. OA reserves the right to make partial deliveries against an Order and to invoice each partial Delivery separately and the Customer cannot reject Goods on the basis of a partial Delivery. 9.5 Where Goods remain in the possession of OA after the Delivery Time (including where the Customer fails for whatever reason to take Delivery of the Goods), OA is entitled to charge the Customer for all Claims or Losses occasioned by the Customer in not accepting Delivery, together with any Claims or Losses in respect of the carriage, care and custody receipt of the Goods. 9.6 Unless otherwise agreed in writing by OA, all Goods will be delivered to the Delivery Address. The Customer must ensure that it or its employees or agents are in attendance at the Delivery Address at the agreed time or agreed period to accept Delivery of the Goods and to acknowledge receipt upon the consignment note or invoice accompanying the Goods. The Customer warrants that the person who signs the delivery notice is authorised to receive the Goods on their behalf. 9.7 A quantity, description, date and place of Delivery, as indicated on OAs invoice or dispatch note, shall be referenced as evidence of quantity, description, date and place of Delivery of the Goods. 9.8 If the Customer fails to take Delivery of the Goods on the specified date, and the Order is returned to OA, a second delivery charge may be imposed. 9.9 OA may arrange for the storage and carriage of Goods by couriers, contractors or sub-contractors. Notwithstanding any specific instructions given by the Customer as to the mode of carriage of Goods, and in the exercise of its absolute discretion, OA may have Goods carried or forwarded by any method which it deems fit. 9.10 Unless otherwise agreed in writing by OA, the cost of freight of Goods from the OA warehouse shall be paid for by the Customer. 9.11 Unless otherwise specified in a Quote, Goods shall be packed in OA standard packing. The cost of any special packing and packing materials required by the Customer shall be at the Customer’s expense. 9.12 A fixed $21.50 surcharge will be payable on the shipment of any dangerous Goods within an Order or such other surcharge amount as OA may in it's absolute discretion determine is applicable to the Order as specified in the Order Confirmation. 9.13 A fixed surcharge will be payable for any special and/or custom Orders which alters the original products by slitting, cutting or any other alteration of the product as specified in the Order Confirmation. 9.14 Once the Goods are altered, no returns or cancellations will be accepted unless the Goods are deemed to be defective. 9.15 Where Orders are freighted on a pallet provided by OA, OA may apply a fixed pallet charge to this order based on the size of pallet required as specified in the Order Confirmation. Due to the dimensions and weight of pallet orders, OA may be required to have Goods carried by any method which it deems fit.

Appears in 1 contract

Sources: Terms and Conditions

Delivery. 9.1 Any Delivery Times quoted LiveU shall make commercially reasonable efforts to meet any delivery date(s) stated in the Order; however, Customer acknowledges that delivery is dependent on third parties outside LiveU's control. Furthermore, and unless expressly stated otherwise in the Order, delivery time is not of the essence. Unless specified otherwise in the Order, delivery of the Products shall be prepaid, and will be made Ex Works (Incoterms 2010) LiveU's designated facility (at which time risk of loss of, or damage to, the Products shall pass to Customer). LiveU shall cooperate with Customer (or its designated freight carrier) to facilitate shipping. Title and Security Interest. If Customer purchases a Product, title to the Product shall not pass to Customer until all applicable payments to LiveU have been made. Pending such payment, LiveU hereby reserves and maintains, and Customer hereby grants to LiveU, a first priority purchase money security interest in the Product, wherever located, including all replacements and proceeds related thereto or derived therefrom, and Customer agrees to promptly execute any documents reasonably requested by OA LiveU to confirm, perfect and protect such security interest, and hereby irrevocably authorizes LiveU to execute and file any one or more financing statements (such as pursuant to UCC-1 in the United States) covering all property and proceeds subject to such security interest. For the avoidance of doubt, any copies of Software and Documentation are only licensed (and not sold) pursuant to this Agreement, and no title thereto passes to Customer. Leases. If Customer leases a Product, Customer shall be entitled, subject to Customer's payment of the applicable fees, to use such Product in accordance with the terms hereof for the Delivery of Goods are estimates only. OA will use reasonable endeavours to deliver the Goods to the Delivery Address on or before the Delivery Time lease period specified in the Orderapplicable Order (the “Lease Period”). OA Upon expiration of the Lease Period, Customer shall not be liable for any Claim or Loss by immediately return the Customer or any third party for a delay, inability or failure Product to effect a Delivery by the Delivery Time or at all. Any delay, inability or a failure by OA to effect a Delivery shall not entitle the Customer to treat this Agreement as repudiated by OA. 9.2 OA may notify the Customer of a new Delivery Time LiveU in the circumstances. 9.3 OA reserves same condition in which they were provided to Customer by LiveU, less reasonable wear and tear. In the right event the Product is lost, stolen or damaged, then Customer shall be responsible for such loss, theft or damage and shall pay LiveU as follows: (a) in the case of loss or theft, the full replacement fee in an amount equal to cancel an Order Confirmation at any time before or following the Delivery Time. OA shall not be liable for any Claim or Loss whatsoever arising from such cancellation. Provided the Customer is not at fault LiveU's then-current list price for the cancellation, OA will refund any deposit or monies paid by Product (the Customer in relation to any invoice/s issued by OA in respect of the Order. 9.4 Any term relating to the quantity of Goods is not a fundamental term (or the essence) of this Agreement. OA reserves the right to make partial deliveries against an Order and to invoice each partial Delivery separately and the Customer cannot reject Goods on the basis of a partial Delivery. 9.5 Where Goods remain in the possession of OA after the Delivery Time (including where the Customer fails for whatever reason to take Delivery of the Goods“Replacement Fee”), OA is entitled to charge the Customer for all Claims or Losses occasioned by the Customer in not accepting Delivery, together with any Claims or Losses in respect of the carriage, care and custody of the Goods. 9.6 Unless otherwise agreed in writing by OA, all Goods will be delivered to the Delivery Address. The Customer must ensure that it or its employees or agents are in attendance at the Delivery Address at the agreed time or agreed period to accept Delivery of the Goods and to acknowledge receipt upon the consignment note or invoice accompanying the Goods. The Customer warrants that the person who signs the delivery notice is authorised to receive the Goods on their behalf. 9.7 A quantity, description, date and place of Delivery, as indicated on OAs invoice or dispatch note, shall be referenced as evidence of quantity, description, date and place of Delivery of the Goods. 9.8 If the Customer fails to take Delivery of the Goods on the specified date, and the Order is returned to OA, a second delivery charge may be imposed. 9.9 OA may arrange for the storage and carriage of Goods by couriers, contractors or sub-contractors. Notwithstanding any specific instructions given by the Customer as to the mode of carriage of Goods, and in the exercise case of its absolute discretion, OA may have Goods carried or forwarded by any method which it deems fit. 9.10 Unless otherwise agreed in writing by OAdamage, the cost and expense to repair such damage, as determined by LiveU (the “Repair Fee”). No loss, theft, or damage shall relieve Customer of freight of Goods from the OA warehouse shall be paid for by the Customer. 9.11 Unless otherwise specified in a Quote, Goods shall be packed in OA standard packing. The cost of obligation to pay any special packing and packing materials required by the Customer shall be at the Customer’s expense. 9.12 A fixed $21.50 surcharge will be payable on the shipment of any dangerous Goods within an Order fees or such other surcharge amount as OA may in it's absolute discretion determine is applicable to the Order as specified in the Order Confirmation. 9.13 A fixed surcharge will be payable for any special and/or custom Orders which alters the original products by slitting, cutting amounts due or that become due or any other alteration obligation hereunder. Customer shall notify LiveU in writing within seven (7) days after any such loss, theft or damage becomes known to Customer, and Customer shall pay the Replacement Fee or Repair Fee, as applicable, to LiveU (as determined by LiveU) within thirty (30) days after such notification. In the case of repairs, Customer shall bear the costs of shipment of the product damaged Product to LiveU and return shipment of the repaired Product. If the Lease Period is still in effect when the lost, stolen or damaged Products are received by LiveU and after LiveU has received payment of the Replacement Fee or Repair Fee (as specified in applicable), LiveU shall make commercially reasonable efforts to provide a replacement Product for the Order Confirmationremainder of the Lease Period. 9.14 Once the Goods are altered, no returns or cancellations will be accepted unless the Goods are deemed to be defective. 9.15 Where Orders are freighted on a pallet provided by OA, OA may apply a fixed pallet charge to this order based on the size of pallet required as specified in the Order Confirmation. Due to the dimensions and weight of pallet orders, OA may be required to have Goods carried by any method which it deems fit.

Appears in 1 contract

Sources: Terms and Conditions of Sale and Lease

Delivery. 9.1 Any (a) Lessee may execute and deliver to Lessor one or more -------- ILRs each covering a separate Unit of Equipment. Such ILR shall contain a detailed description of the Unit (including any manufacturer's serial number), to which shall be attached purchase orders, purchase agreements or similar documents respecting the ordering of the Units on such ILR and an invoice (approved by Lessee), each indicating Lessor as purchaser of the Unit. (b) Lessor hereby appoints Lessee as its agent to accept delivery of each Unit from the vendor thereof, such agency to begin on the First Delivery Times quoted Date and to terminate on the Final Delivery Date. Lessee agrees that, as agent for Lessor, it will not execute any ILR for Equipment delivered and accepted by OA for the Delivery of Goods are estimates only. OA will use reasonable endeavours to deliver the Goods Lessee prior to the First Delivery Address Date or after the Final Delivery Date. Upon delivery of each Unit, Lessee will inspect the same and (i) if it is in good order and conforms to the purchase order therefor, accept such Unit from the vendor and, on its own behalf and as Lessor's agent, execute and deliver an ILR for it, or before (ii) if Lessee, acting in good faith, finds that such Unit is not in good order, return the Delivery Time same to the vendor thereof. Each Unit of Equipment so accepted will be subject to this Equipment Leasing Agreement from the Acceptance Date specified in the Order. OA shall not be liable ILR for such Unit. (c) Execution of an ILR for any Claim Unit of Equipment by Lessee shall constitute irrevocable acceptance of such Unit for lease hereunder by Lessee. Execution of an ILR for any Unit of Equipment by Lessee shall constitute Lessee's representation and warranty that no default or Loss Event of Default under this Equipment Leasing Agreement has occurred and is continuing on the Acceptance Date for such Unit of Equipment and that Lessee has obtained and there are in full force and effect on such date such insurance policies with respect to such Unit as are required to be obtained pursuant to Section 8 hereof. If a Unit of Equipment delivered to Lessee is not in good condition, does not conform to the purchase order therefor, is not properly installed, does not operate as represented or warranted by the Customer vendor, or is unsatisfactory for any third party other reason, Lessee shall make any claim on account thereof solely against the vendor or installer of the Unit, and not against Lessor and shall indemnify Lessor from and against any liability therefor. Notwithstanding the foregoing, Lessee's execution and delivery of the ILR shall conclusively establish that the Equipment is acceptable to and accepted by Lessee under this Equipment Leasing Agreement, notwithstanding any defect with respect to design, manufacture, condition or in any other respect, and that the Equipment is in good order and condition and appears to conform to the specifications applicable thereto and to all governmental standards and requirements reasonably interpreted as being applicable thereto. (d) Upon (i) receipt by Lessor of an ILR for a delay, inability or failure to effect a Delivery by the Delivery Time or at all. Any delay, inability or a failure by OA to effect a Delivery shall not entitle the Customer to treat this Agreement as repudiated by OA. 9.2 OA may notify the Customer Unit of a new Delivery Time in the circumstances. 9.3 OA reserves the right to cancel an Order Confirmation at any time before or following the Delivery Time. OA shall not be liable for any Claim or Loss whatsoever arising from such cancellation. Provided the Customer is not at fault for the cancellation, OA will refund any deposit or monies paid by the Customer in relation to any invoice/s issued by OA in respect of the Order. 9.4 Any term relating to the quantity of Goods is not a fundamental term (or the essence) of this Agreement. OA reserves the right to make partial deliveries against an Order and to invoice each partial Delivery separately and the Customer cannot reject Goods on the basis of a partial Delivery. 9.5 Where Goods remain in the possession of OA after the Delivery Time (including where the Customer fails for whatever reason to take Delivery of the Goods), OA is entitled to charge the Customer for all Claims or Losses occasioned by the Customer in not accepting Delivery, together with any Claims or Losses in respect of the carriage, care and custody of the Goods. 9.6 Unless otherwise agreed in writing by OA, all Goods will be delivered to the Delivery Address. The Customer must ensure that it or its employees or agents are in attendance at the Delivery Address at the agreed time or agreed period to accept Delivery of the Goods and to acknowledge receipt upon the consignment note or invoice accompanying the Goods. The Customer warrants that the person who signs the delivery notice is authorised to receive the Goods on their behalf. 9.7 A quantity, description, date and place of Delivery, as indicated on OAs invoice or dispatch note, shall be referenced as evidence of quantity, description, date and place of Delivery of the Goods. 9.8 If the Customer fails to take Delivery of the Goods on the specified dateEquipment, and the Order is returned to OA, a second delivery charge may be imposed. 9.9 OA may arrange for the storage and carriage of Goods by couriers, contractors or sub-contractors. Notwithstanding any specific instructions given by the Customer as to the mode of carriage of Goods, and in the exercise of its absolute discretion, OA may have Goods carried or forwarded by any method which it deems fit. 9.10 Unless otherwise agreed in writing by OA, the cost of freight of Goods invoice(s) therefor from the OA warehouse vendor and any installer thereof and (ii) satisfaction by Lessee of the terms and conditions stated in this Equipment Leasing Agreement, Lessor will pay such invoice(s), provided that, on the Acceptance Date, Lessor shall be paid for by the Customer. 9.11 Unless otherwise specified have good and marketable title in a Quoteand to such Unit of Equipment free of all liens, Goods shall be packed in OA standard packing. The cost encumbrances and exceptions of any special packing and packing materials required by the Customer shall be at the Customer’s expensekind whatsoever other than Permitted Liens. 9.12 A fixed $21.50 surcharge will be payable on the shipment of any dangerous Goods within an Order or such other surcharge amount as OA may in it's absolute discretion determine is applicable to the Order as specified in the Order Confirmation. 9.13 A fixed surcharge will be payable for any special and/or custom Orders which alters the original products by slitting, cutting or any other alteration of the product as specified in the Order Confirmation. 9.14 Once the Goods are altered, no returns or cancellations will be accepted unless the Goods are deemed to be defective. 9.15 Where Orders are freighted on a pallet provided by OA, OA may apply a fixed pallet charge to this order based on the size of pallet required as specified in the Order Confirmation. Due to the dimensions and weight of pallet orders, OA may be required to have Goods carried by any method which it deems fit.

Appears in 1 contract

Sources: Equipment Leasing Agreement (Cell Therapeutics Inc)

Delivery. 9.1 Any Delivery Times quoted The Supplier shall ensure that: the Goods are properly packed, marked and secured in such manner as to enable them to reach their destination and be delivered to, and accepted by OA for the ODEON Affiliate, in good and undamaged condition; and each delivery of the Goods is accompanied by a delivery note which states, as a minimum, the date and time of the Order to which the delivery relates, the applicable Order number (if any), the quantity of each type of those Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered. The Supplier shall deliver the Goods: on the Delivery of Goods are estimates only. OA will use reasonable endeavours to deliver the Goods to the Delivery Address on or before the Delivery Time Date(s) specified in the Order. OA shall not be liable for any Claim Contract Particulars and/or the Territory Agreement; to the Location(s) specified in the Order or Loss as otherwise instructed by the Customer or any third party for a delay, inability or failure ODEON Affiliate before delivery; to effect a Delivery the Location drop-off point (as advised by the Delivery Time ODEON Affiliate) and in accordance with any access guidelines issued by ODEON and/or the ODEON Affiliate to the Supplier from time to time; and during the ODEON Affiliate's normal hours of business on a Business Day, or at allas otherwise instructed by the ODEON Affiliate. Any delayThe Supplier shall provide all labour, inability or a failure by OA to effect a Delivery shall not entitle resources, materials and/or equipment necessary for proper, safe, timely and efficient delivery of the Customer to treat Goods in accordance with the terms of this Agreement as repudiated by OA. 9.2 OA may notify the Customer of a new Delivery Time in the circumstances. 9.3 OA reserves the right to cancel an Order Confirmation at any time before or following the Delivery Time. OA shall not be liable for any Claim or Loss whatsoever arising from such cancellation. Provided the Customer is not at fault for the cancellationand/or Territory Agreement, OA will refund any deposit or monies paid by the Customer in relation including to any invoice/s issued by OA in respect Location and/or agreed drop-off point. Delivery of the Order. 9.4 Any term relating to Goods shall be completed on the unloading of all the Goods at the Location in accordance with the ODEON Affiliate’s reasonable directions and instructions. If the Supplier: delivers less than 95% of the quantity of Goods is not a fundamental term (ordered, the ODEON Affiliate may reject the Goods; or delivers more than 105% of the quantity of Goods ordered, the ODEON Affiliate may at its discretion reject the Goods or the essence) excess Goods and any rejected Goods shall be returnable at the Supplier's risk and expense. If the Supplier delivers more or less than the quantity of this Agreement. OA reserves the right to make partial deliveries against an Order and to invoice each partial Delivery separately Goods ordered, and the Customer cannot reject Goods on ODEON Affiliate accepts the basis of delivery, a partial Delivery. 9.5 Where Goods remain in the possession of OA after the Delivery Time (including where the Customer fails for whatever reason to take Delivery of the Goods), OA is entitled to charge the Customer for all Claims or Losses occasioned by the Customer in not accepting Delivery, together with any Claims or Losses in respect of the carriage, care and custody of the Goods. 9.6 Unless otherwise agreed in writing by OA, all Goods will pro rata adjustment shall be delivered made to the Delivery Address. The Customer must ensure that it or its employees or agents are in attendance at the Delivery Address at the agreed time or agreed period to accept Delivery of the Goods and to acknowledge receipt upon the consignment note or invoice accompanying for the Goods. The Customer warrants that the person who signs the delivery notice is authorised to receive Supplier shall not deliver the Goods on their behalf. 9.7 A quantity, description, date and place of Delivery, as indicated on OAs invoice or dispatch note, shall be referenced as evidence of quantity, description, date and place of Delivery of in instalments without the Goods. 9.8 ODEON Affiliate's prior written agreement. If the Customer fails to take Delivery of the it is agreed that Goods on the specified date, and the Order is returned to OA, a second delivery charge may be imposed. 9.9 OA may arrange for the storage and carriage of Goods delivered by couriersinstalments, contractors or sub-contractors. Notwithstanding any specific instructions given by the Customer as to the mode of carriage of Goods, and in the exercise of its absolute discretion, OA may have Goods carried or forwarded by any method which it deems fit. 9.10 Unless otherwise agreed in writing by OA, the cost of freight of Goods from the OA warehouse they shall be paid for by the Customer. 9.11 Unless otherwise specified ODEON Affiliate in a Quote, Goods shall be packed in OA standard packingseparate corresponding instalments. The cost of any special packing and packing materials required by the Customer shall be at the Customer’s expense. 9.12 A fixed $21.50 surcharge will be payable on the shipment of any dangerous Goods within an Order or such other surcharge amount as OA may in it's absolute discretion determine is applicable to the Order as specified in the Order Confirmation. 9.13 A fixed surcharge will be payable for any special and/or custom Orders which alters the original products by slitting, cutting or any other alteration of the product as specified in the Order Confirmation. 9.14 Once If the Goods are alteredincorrectly delivered, no returns or cancellations the Supplier will be liable for any additional expense involved in handling and delivering them to their correct destination. The ODEON Affiliate shall not be deemed to have accepted unless the Goods are deemed until it has had three (3) days to be defective. 9.15 Where Orders are freighted on a pallet provided by OA, OA may apply a fixed pallet charge inspect them following delivery. The ODEON Affiliate shall also have the right to this order based on reject the size of pallet required Goods as specified though they have not been accepted for three (3) days after any latent defect in the Order ConfirmationGoods has become apparent. Due odeon’s remedies If the Supplier supplies Goods that do not comply with the requirements of this Agreement (including any Order) then, without limiting its other rights or remedies, and whether or not it has accepted the Goods, the ODEON Affiliate may, at its sole discretion, exercise one or more of the following rights and remedies: reject such Goods (in whole or in part) and return them to the dimensions Supplier at the Supplier's sole risk and weight expense; require the Supplier, at the Supplier’s expense, to repair or replace the rejected Goods, or to provide a full refund of pallet orders, OA may be required the price of the rejected Goods (if paid); refuse to have accept any subsequent delivery of the Goods carried by any method in question which it deems fit.the Supplier attempts to make;

Appears in 1 contract

Sources: Framework Agreement for the Supply of Goods

Delivery. 9.1 Any Delivery Times quoted The Contractor shall deliver the Goods at the time(s) and date(s) specified in the Specification. Unless otherwise stated in the Specification, where the Goods are delivered by OA the Contractor, the point of delivery shall be when the Goods are removed from the transporting vehicle at the Premises. Where the Goods are collected by the Client, the point of delivery shall be when the Goods are loaded on the Client’s vehicle. Except where otherwise provided in the Contract, delivery shall include the unloading, stacking or installation of the Goods by the Staff or the Contractor’s suppliers or carriers at such place as the Client or duly authorised person shall reasonably direct. The Client shall be under no obligation to accept or pay for any Goods delivered in excess of the quantity ordered. If the Client elects not to accept such over-delivered Goods it shall give notice in writing to the Contractor to remove them within 5 Working Days and to refund to the Client any expenses incurred by it as a result of such over-delivery (including but not limited to the costs of moving and storing the Goods), failing which the Client may dispose of such Goods and charge the Contractor for the Delivery costs of such disposal. The risk in any over-delivered Goods shall remain with the Contractor unless they are estimates onlyaccepted by the Client. OA will use reasonable endeavours The Client shall be under no obligation to accept or pay for any Goods supplied earlier than the date for delivery stated in the Specification. Unless expressly agreed to the contrary, the Client shall not be obliged to accept delivery by instalments. If, however, the Client does specify or agree to delivery by instalments, delivery of any instalment later than the date specified or agreed for its delivery shall, without prejudice to any other rights or remedies of the Client, entitle the Client to terminate the whole of any unfulfilled part of the Contract without further liability to the Client Time of delivery shall be of the essence and if the Contractor fails to deliver the Goods to within the Delivery Address on time promised or before the Delivery Time specified specified, in the Order. OA shall not be liable for Specification, the Client may release itself from any Claim or Loss by the Customer or any third party for a delay, inability or failure obligation to effect a Delivery by the Delivery Time or at all. Any delay, inability or a failure by OA to effect a Delivery shall not entitle the Customer to treat this Agreement as repudiated by OA. 9.2 OA may notify the Customer of a new Delivery Time in the circumstances. 9.3 OA reserves the right to cancel an Order Confirmation at any time before or following the Delivery Time. OA shall not be liable for any Claim or Loss whatsoever arising from such cancellation. Provided the Customer is not at fault accept and pay for the cancellationGoods and/or terminate the Contract, OA will refund any deposit or monies paid by the Customer in relation either case without prejudice to any invoice/s issued by OA in respect other rights and remedies of the OrderClient. 9.4 Any term relating to the quantity of Goods is not a fundamental term (or the essence) of this Agreement. OA reserves the right to make partial deliveries against an Order and to invoice each partial Delivery separately and the Customer cannot reject Goods on the basis of a partial Delivery. 9.5 Where Goods remain in the possession of OA after the Delivery Time (including where the Customer fails for whatever reason to take Delivery of the Goods), OA is entitled to charge the Customer for all Claims or Losses occasioned by the Customer in not accepting Delivery, together with any Claims or Losses in respect of the carriage, care and custody of the Goods. 9.6 Unless otherwise agreed in writing by OA, all Goods will be delivered to the Delivery Address. The Customer must ensure that it or its employees or agents are in attendance at the Delivery Address at the agreed time or agreed period to accept Delivery of the Goods and to acknowledge receipt upon the consignment note or invoice accompanying the Goods. The Customer warrants that the person who signs the delivery notice is authorised to receive the Goods on their behalf. 9.7 A quantity, description, date and place of Delivery, as indicated on OAs invoice or dispatch note, shall be referenced as evidence of quantity, description, date and place of Delivery of the Goods. 9.8 If the Customer fails to take Delivery of the Goods on the specified date, and the Order is returned to OA, a second delivery charge may be imposed. 9.9 OA may arrange for the storage and carriage of Goods by couriers, contractors or sub-contractors. Notwithstanding any specific instructions given by the Customer as to the mode of carriage of Goods, and in the exercise of its absolute discretion, OA may have Goods carried or forwarded by any method which it deems fit. 9.10 Unless otherwise agreed in writing by OA, the cost of freight of Goods from the OA warehouse shall be paid for by the Customer. 9.11 Unless otherwise specified in a Quote, Goods shall be packed in OA standard packing. The cost of any special packing and packing materials required by the Customer shall be at the Customer’s expense. 9.12 A fixed $21.50 surcharge will be payable on the shipment of any dangerous Goods within an Order or such other surcharge amount as OA may in it's absolute discretion determine is applicable to the Order as specified in the Order Confirmation. 9.13 A fixed surcharge will be payable for any special and/or custom Orders which alters the original products by slitting, cutting or any other alteration of the product as specified in the Order Confirmation. 9.14 Once the Goods are altered, no returns or cancellations will be accepted unless the Goods are deemed to be defective. 9.15 Where Orders are freighted on a pallet provided by OA, OA may apply a fixed pallet charge to this order based on the size of pallet required as specified in the Order Confirmation. Due to the dimensions and weight of pallet orders, OA may be required to have Goods carried by any method which it deems fit.

Appears in 1 contract

Sources: Formal Contract

Delivery. 9.1 Any Delivery Times quoted by OA for the Delivery of Goods are estimates only. OA will use (a) The Seller may select any reasonable endeavours to deliver the Goods to the Delivery Address on or before the Delivery Time specified in the Order. OA delivery method and shall not be liable if the Buyer has not provided instructions as to the shipment method by the time the Product is available for supply. To the extent that the Agreement allows flexibility regarding the time and volume of deliveries, the Parties agree to cooperate as much as is possible to coordinate delivery periods and times, and the Buyer shall give reasonable advance written notice as to the quantities and delivery schedules desired, all subject to the amounts specified in the Agreement. The Buyer shall be solely responsible for any Claim delays resulting from the transportation, delivery, loading, or Loss storage of the Product, and the Seller shall not be liable to the Buyer for damages or late charges resulting from delay in delivery of the Product. (b) The Seller shall have the right to require the execution of a prior access agreement from the Buyer, its transporters, contractors, or agents and, as the case may be, to grant or not to grant the latter access to the plant. The Buyer, its carriers, contractors, and agents agree that they shall abide by the Customer or any third party for a delay, inability or failure to effect a Delivery by Seller's safety rules and regulations while in the Delivery Time or at all. Any delay, inability or a failure by OA to effect a Delivery shall not entitle the Customer to treat this Agreement as repudiated by OASeller's plant. 9.2 OA may notify the Customer of a new Delivery Time in the circumstances. 9.3 OA (c) The Seller reserves the right to cancel an Order Confirmation at any time before reject transports, containers, or following the Delivery Time. OA shall not be liable for any Claim or Loss whatsoever arising from such cancellation. Provided the Customer is not at fault warehouses presented for the cancellation, OA will refund any deposit loading/unloading/transfer or monies paid by the Customer in relation to any invoice/s issued by OA in respect handling of the OrderProduct, which, in the Seller's opinion, could offer any risk or potential risk situation. 9.4 Any term relating to the quantity of Goods is not a fundamental term (or the essenced) of this Agreement. OA The Seller reserves the right to make partial deliveries against an Order and refuse to invoice each partial Delivery separately and load/unload, transfer, or operate the Customer canProduct in any condition that the Seller deems, in its sole discretion, to be unsafe, including but not reject Goods on limited to, conditions caused by drivers, chauffeurs, staff, equipment and/or weather conditions without this causing any damage to the basis of a partial Deliverydelivery time. 9.5 Where Goods remain in (e) Should a Product leak or spill occur after its loading onto the possession of OA after the Delivery Time (including where the Customer fails for whatever reason to take Delivery of the Goods), OA is entitled to charge the Customer for all Claims or Losses occasioned carrier designated by the Customer in not accepting DeliveryBuyer, together with the Buyer must make all notifications and reports required by law and must give the Seller written notice of said notifications and reports of leaks, spills, or any Claims or Losses in respect of Product loss within two (2) days following their preparation. In addition, the carriage, care and custody of the Goods. 9.6 Unless otherwise agreed in writing by OA, all Goods Buyer will be delivered responsible for, and must immediately clean up, said Product leak or spill in accordance with the applicable Laws. If it fails to comply with this obligation promptly, the Delivery Address. The Customer must ensure that it Seller may perform the notifications, reports of leaks or its employees or agents are in attendance spills, management, and cleaning at the Delivery Address at the agreed time or agreed period to accept Delivery of the Goods and to acknowledge receipt upon the consignment note or invoice accompanying the Goods. The Customer warrants that the person who signs the delivery notice is authorised to receive the Goods on their behalf. 9.7 A quantity, description, date and place of Delivery, as indicated on OAs invoice or dispatch note, shall be referenced as evidence of quantity, description, date and place of Delivery of the Goods. 9.8 If the Customer fails to take Delivery of the Goods on the specified date, and the Order is returned to OA, a second delivery charge may be imposed. 9.9 OA may arrange for the storage and carriage of Goods by couriers, contractors or sub-contractors. Notwithstanding any specific instructions given by the Customer as to the mode of carriage of Goods, and in the exercise of its absolute discretion, OA may have Goods carried or forwarded by any method which it deems fit. 9.10 Unless otherwise agreed in writing by OA, the cost of freight of Goods from the OA warehouse shall be paid for by the Customer. 9.11 Unless otherwise specified in a Quote, Goods shall be packed in OA standard packing. The cost of any special packing and packing materials required by the Customer shall be at the Customer’s Buyer's expense. 9.12 A fixed $21.50 surcharge will (f) For all Product deliveries covered by this Agreement, the Buyer shall be payable on solely responsible for unloading the shipment of any dangerous Goods within an Order or such other surcharge amount as OA may in it's absolute discretion determine is applicable to the Order as specified in the Order ConfirmationProduct. 9.13 A fixed surcharge will be payable (g) the lack of delivery notes, reference, invoices, or "bill of lading" within the Purchase Orders shall not generate any responsibility for any special and/or custom Orders which alters the original products by slitting, cutting or any other alteration Seller. (h) The Seller reserves the right (if necessary) to subcontract part of the product as specified in work relating to products and/or services it shall supply under the Purchase Order Confirmationwithout the prior written consent of the Buyer. 9.14 Once the Goods are altered, no returns or cancellations will be accepted unless the Goods are deemed to be defective. 9.15 Where Orders are freighted on a pallet provided by OA, OA may apply a fixed pallet charge to this order based on the size of pallet required as specified in the Order Confirmation. Due to the dimensions and weight of pallet orders, OA may be required to have Goods carried by any method which it deems fit.

Appears in 1 contract

Sources: Terms and Conditions of Sale

Delivery. 9.1 Any Delivery Times quoted by OA for the 10.1 Delivery of the Goods are estimates only. OA will use reasonable endeavours shall be deemed to deliver have occurred upon either: - (a) the collections of Goods from ACS at an agreed collection point; or (b) upon the arrival of the Goods at the Job Site. 10.2 Where a delivery of Goods cannot be effected for whatever reason, the Customer shall pay to ACS adelivery and return fee calculated in accordance with the then applicable master carrier rates. 10.3 Subject to clause 10.4 below, the Customer must provide ACS with a minimum of 7 business days prior notice of the date by which the Customer requires the Goods to be delivered to it. 10.4 Where the Delivery Address Customer requires that the Goods be delivered to a Job Site, the Customer must provide ACSwith the address for the Job Site at least 5 business days prior to the scheduled delivery. 10.5 ACS is not bound to accept any delivery date notified by the Customer. 10.6 The Customer acknowledges that all delivery times provided are estimates only and are not binding on ACS. 10.7 The Customer acknowledges that on occasions, materials for the manufacture/fabrication of Goods may be in short supply and that anticipated delivery dates for the Goods may need to be extended. ACS will notify the Customer if a scheduled delivery date cannot be achieved because of materials shortages. 10.8 If ACS is unable to fulfil a Purchase Order, it shall notify the Customer as soon as reasonably practicable, and this Agreement shall terminate. The Parties agree that termination of this Agreement for inability of ACS to fulfil an Purchase Order shall not give rise to any right to claim any costs, charges or before penalties against ACS. 10.9 Unless otherwise agreed to in writing, ACS is not required to deliver any Goods to the Delivery Time specified Customer unlessthe Customer has paid all monies owing to ACS in full. 10.10 The Customer must ensure that the Order. OA Job Site can be accessed by vehicle on properly constructed roadway. 10.11 ACS may, in its absolute discretion, unload the Goods at the Job Site or as close to the Job Site asconditions allow. 10.12 Unless otherwise agreed prior to delivery of Goods, all unloading of Goods shall be the responsibility of the Customer and shall be undertaken at the Customer’s cost. 10.13 In the event that the Customer or its agent is not in attendance when the Goods are delivered, ACS reserves the right to unload the Goods and will not be responsible for any claims, damages, expenses orcosts resulting or arising there from. 10.14 Where the Customer requires ACS or its agent to enter onto the Job Site for the purpose ofunloading, ACS shall not be liable for any Claim or Loss by the Customer or any third party for a delay, inability or failure to effect a Delivery by the Delivery Time or at all. Any delay, inability or a failure by OA to effect a Delivery shall not entitle the Customer to treat this Agreement as repudiated by OA. 9.2 OA may notify the Customer of a new Delivery Time in the circumstances. 9.3 OA reserves the right to cancel an Order Confirmation at any time before or following the Delivery Time. OA shall not be liable for any Claim or Loss whatsoever arising from such cancellation. Provided the Customer is not at fault for the cancellation, OA will refund any deposit or monies paid by the Customer in relation to any invoice/s issued by OA in respect of the Order. 9.4 Any term relating damage to the quantity of Goods is not a fundamental term (or the essence) of this Agreement. OA reserves the right to make partial deliveries against an Order and to invoice each partial Delivery separately and the Customer cannot reject Goods on the basis of a partial Deliverythereon. 9.5 Where Goods remain in the possession of OA after the Delivery Time (including where the Customer fails for whatever reason to take Delivery of the Goods), OA is entitled to charge the Customer for all Claims or Losses occasioned by the Customer in not accepting Delivery, together with any Claims or Losses in respect of the carriage, care and custody of the Goods. 9.6 Unless otherwise agreed in writing by OA, all Goods will be delivered to the Delivery Address. The Customer must ensure that it or its employees or agents are in attendance at the Delivery Address at the agreed time or agreed period to accept Delivery of the Goods and to acknowledge receipt upon the consignment note or invoice accompanying the Goods. The Customer warrants that the person who signs the delivery notice is authorised to receive the Goods on their behalf. 9.7 A quantity, description, date and place of Delivery, as indicated on OAs invoice or dispatch note, shall be referenced as evidence of quantity, description, date and place of Delivery of the Goods. 9.8 If the Customer fails to take Delivery of the Goods on the specified date, and the Order is returned to OA, a second delivery charge may be imposed. 9.9 OA may arrange for the storage and carriage of Goods by couriers, contractors or sub-contractors. Notwithstanding any specific instructions given by the Customer as to the mode of carriage of Goods, and in the exercise of its absolute discretion, OA may have Goods carried or forwarded by any method which it deems fit. 9.10 Unless otherwise agreed in writing by OA, the cost of freight of Goods from the OA warehouse shall be paid for by the Customer. 9.11 Unless otherwise specified in a Quote, Goods shall be packed in OA standard packing. The cost of any special packing and packing materials required by the Customer shall be at the Customer’s expense. 9.12 A fixed $21.50 surcharge will be payable on the shipment of any dangerous Goods within an Order or such other surcharge amount as OA may in it's absolute discretion determine is applicable to the Order as specified in the Order Confirmation. 9.13 A fixed surcharge will be payable for any special and/or custom Orders which alters the original products by slitting, cutting or any other alteration of the product as specified in the Order Confirmation. 9.14 Once the Goods are altered, no returns or cancellations will be accepted unless the Goods are deemed to be defective. 9.15 Where Orders are freighted on a pallet provided by OA, OA may apply a fixed pallet charge to this order based on the size of pallet required as specified in the Order Confirmation. Due to the dimensions and weight of pallet orders, OA may be required to have Goods carried by any method which it deems fit.

Appears in 1 contract

Sources: Terms and Conditions of Sale and Supply

Delivery. 9.1 Any Delivery Times quoted (a) The Supplier shall ensure that: i) the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition; ii) each delivery of the Goods is accompanied by OA for a delivery note which shows the Delivery date of the Order, the Order number (if any), the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods are estimates onlyremaining to be delivered; and iii) if the Supplier requires the Company to return any packaging material to the Supplier, that fact is clearly stated on the delivery note. OA will use reasonable endeavours Any such packaging material shall be returned to the Supplier at the cost of the Supplier. (b) The Supplier shall deliver the Goods to Goods: i) on the Delivery Address on or before the Delivery Time date specified in the Order. OA , or, if no such date is specified, within 7 days of the date of the Order (and time for delivery shall not be liable for any Claim of the essence); ii) to the Company's premises or Loss such other location as is set out in the Order, or as instructed by the Customer Company prior to delivery (Delivery Location); and iii) during the Company's normal business hours, or any third party for a delay, inability or failure to effect a Delivery as instructed by the Delivery Time or at all. Any delay, inability or a failure by OA to effect a Delivery shall not entitle the Customer to treat this Agreement as repudiated by OACompany. 9.2 OA may notify (c) Delivery of the Customer Goods shall be completed on the completion of a new unloading the Goods at the Delivery Time in Location, which offloading shall be at the circumstancesrisk of the Supplier as instructed by the Company. 9.3 OA reserves (d) If the right to cancel an Order Confirmation at any time before or following the Delivery Time. OA shall not be liable for any Claim or Loss whatsoever arising from such cancellation. Provided the Customer is not at fault for the cancellation, OA will refund any deposit or monies paid by the Customer in relation to any invoice/s issued by OA in respect Supplier: i) delivers less than 90% of the Order. 9.4 Any term relating to the quantity of Goods is not a fundamental term (ordered, the Company may reject the Goods; or ii) delivers more than 105% of the quantity of Goods ordered, the Company may at its discretion reject the Goods or the essence) excess Goods, and any rejected Goods shall be returnable at the Supplier's risk and expense. If the Supplier delivers more or less than the quantity of this Agreement. OA reserves the right to make partial deliveries against an Order and to invoice each partial Delivery separately Goods ordered, and the Customer cannot reject Goods on Company accepts the basis of delivery, a partial Delivery. 9.5 Where Goods remain in pro rata adjustment shall be made to the possession of OA after the Delivery Time (including where the Customer fails invoice for whatever reason to take Delivery of the Goods), OA is entitled to charge the Customer for all Claims or Losses occasioned by the Customer in not accepting Delivery, together with any Claims or Losses in respect of the carriage, care and custody of the Goods. 9.6 Unless otherwise agreed in writing by OA, all Goods will be delivered to the Delivery Address. (e) The Customer must ensure that it or its employees or agents are in attendance at the Delivery Address at the agreed time or agreed period to accept Delivery of Supplier shall not deliver the Goods and to acknowledge receipt upon in instalments without the consignment note or invoice accompanying the GoodsCompany's prior written consent. The Customer warrants Where it is agreed that the person who signs the delivery notice is authorised to receive the Goods on their behalf. 9.7 A quantity, description, date and place of Delivery, as indicated on OAs invoice or dispatch note, shall be referenced as evidence of quantity, description, date and place of Delivery of the Goods. 9.8 If the Customer fails to take Delivery of the Goods on the specified date, and the Order is returned to OA, a second delivery charge may be imposed. 9.9 OA may arrange for the storage and carriage of Goods by couriers, contractors or sub-contractors. Notwithstanding any specific instructions given by the Customer as to the mode of carriage of Goods, and in the exercise of its absolute discretion, OA may have Goods carried or forwarded by any method which it deems fit. 9.10 Unless otherwise agreed in writing by OA, the cost of freight of Goods from the OA warehouse shall be paid for by the Customer. 9.11 Unless otherwise specified in a Quote, Goods shall be packed in OA standard packing. The cost of any special packing and packing materials required by the Customer shall be at the Customer’s expense. 9.12 A fixed $21.50 surcharge will be payable on the shipment of any dangerous Goods within an Order or such other surcharge amount as OA may in it's absolute discretion determine is applicable to the Order as specified in the Order Confirmation. 9.13 A fixed surcharge will be payable for any special and/or custom Orders which alters the original products by slitting, cutting or any other alteration of the product as specified in the Order Confirmation. 9.14 Once the Goods are alteredto be delivered by instalments, no returns they may be invoiced and paid for separately. However, failure by the Supplier to deliver any one instalment on time or cancellations will at all or any defect in an instalment shall entitle the Company to the remedies set out in clause 0. (f) The Company shall not be deemed to have accepted unless the Goods are deemed until it has had five Business Days to be defective. 9.15 Where Orders are freighted on a pallet provided by OA, OA may apply a fixed pallet charge inspect them following delivery. The Company shall also have the right to this order based on reject the size of pallet required Goods as specified though they had not been accepted for five business days after any latent defect in the Order Confirmation. Due to the dimensions and weight of pallet orders, OA may be required to have Goods carried by any method which it deems fithas become apparent.

Appears in 1 contract

Sources: Terms and Conditions for the Purchase of Goods

Delivery. 9.1 Any Delivery Times quoted by OA for the 7.1 Delivery of the Goods are estimates only. OA will use reasonable endeavours to deliver shall be made by the Seller delivering the Goods to the Delivery Address on or before the Delivery Time place specified in the Order. OA Buyer’s order and/or the Seller’s acceptance as the location to which the Goods are to be delivered by the Seller or, if no place of delivery is so specified, by the 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. 7.2 The Delivery Date is approximate only and time for delivery shall not be liable for any Claim or Loss of the essence unless previously agreed by the Customer Seller in writing. The Goods may be delivered by the Seller in advance of the Delivery Date upon giving 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 and Conditions or any third party for a delay, inability or failure to effect a Delivery claim by the Delivery Time Buyer in respect of any one or at all. Any delay, inability or a failure by OA to effect a Delivery more instalments shall not entitle the Customer Buyer to treat this Agreement the Contract as repudiated by OAa whole as repudiated. 9.2 OA may notify 7.4 If the Customer Buyer fails to take delivery of a new Delivery Time in the circumstances. 9.3 OA reserves the right to cancel an Order Confirmation at Goods or any time before or following part of them on the Delivery Time. OA Date and/or fails to provide any instructions, documents, licences, consents or authorisations required to enable the Goods to be delivered on that date, the Seller shall not be liable for any Claim entitled upon giving written notice to the Buyer to store or Loss whatsoever arising from such cancellation. Provided the Customer is not at fault arrange for the cancellation, OA will refund any deposit or monies paid by the Customer in relation to any invoice/s issued by OA in respect of the Order. 9.4 Any term relating to the quantity of Goods is not a fundamental term (or the essence) of this Agreement. OA reserves the right to make partial deliveries against an Order and to invoice each partial Delivery separately and the Customer cannot reject Goods on the basis of a partial Delivery. 9.5 Where Goods remain in the possession of OA after the Delivery Time (including where the Customer fails for whatever reason to take Delivery of the Goods), OA is entitled to charge the Customer for all Claims or Losses occasioned by the Customer in not accepting Delivery, together with any Claims or Losses in respect of the carriage, care and custody of the Goods. 9.6 Unless otherwise agreed in writing by OA, all Goods will be delivered to the Delivery Address. The Customer must ensure that it or its employees or agents are in attendance at the Delivery Address at the agreed time or agreed period to accept Delivery storage of the Goods and to acknowledge receipt upon then notwithstanding the consignment note or invoice accompanying the Goods. The Customer warrants that the person who signs the delivery notice is authorised to receive provisions of sub-Clause 10.1, risk in the Goods on their behalf. 9.7 A quantityshall pass to the Buyer, description, date and place of Delivery, as indicated on OAs invoice or dispatch note, delivery shall be referenced as evidence of quantity, description, date and deemed to have taken place of Delivery of the Goods. 9.8 If the Customer fails to take Delivery of the Goods on the specified date, and the Order is returned Buyer shall pay to OA, a second delivery charge may be imposed. 9.9 OA may arrange for the Seller all costs and expenses including storage and carriage of Goods by couriers, contractors or sub-contractors. Notwithstanding any specific instructions given by the Customer as to the mode of carriage of Goods, and in the exercise of its absolute discretion, OA may have Goods carried or forwarded by any method which it deems fitinsurance charges arising from such failure. 9.10 Unless otherwise agreed in writing by OA, the cost of freight of Goods from the OA warehouse shall be paid for by the Customer. 9.11 Unless otherwise specified in a Quote, Goods shall be packed in OA standard packing. The cost of any special packing and packing materials required by the Customer shall be at the Customer’s expense. 9.12 A fixed $21.50 surcharge will be payable on the shipment of any dangerous Goods within an Order or such other surcharge amount as OA may in it's absolute discretion determine is applicable to the Order as specified in the Order Confirmation. 9.13 A fixed surcharge will be payable for any special and/or custom Orders which alters the original products by slitting, cutting or any other alteration of the product as specified in the Order Confirmation. 9.14 Once the Goods are altered, no returns or cancellations will be accepted unless the Goods are deemed to be defective. 9.15 Where Orders are freighted on a pallet provided by OA, OA may apply a fixed pallet charge to this order based on the size of pallet required as specified in the Order Confirmation. Due to the dimensions and weight of pallet orders, OA may be required to have Goods carried by any method which it deems fit.

Appears in 1 contract

Sources: Sales Contracts

Delivery. 9.1 Any Delivery Times quoted by OA for 4.1 Subject to agreement between the Company and the Buyer the Goods may either be collected from the Delivery Point by the Buyer or a carrier nominated by the Buyer. Alternatively, where expressly agreed, the Company may arrange for delivery via a carrier to the premises of the Buyer at the cost and expense of the Company. 4.2 Any dates specified by the Company for delivery of the Goods are estimates onlyintended to be an estimate and time for delivery shall not be made of the essence by notice. OA will use If no dates are so specified, delivery shall be within a reasonable endeavours to deliver the Goods time. 4.3 Subject to the Delivery Address on or before other provisions of these conditions the Delivery Time specified in the Order. OA Company shall not be liable for any Claim direct, indirect or Loss 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 Customer Company's negligence), nor shall any delay entitle the Buyer to terminate or rescind the Contract unless such delay exceeds 180 one hundred and eighty days. 4.4 If for any third party reason the Buyer fails to accept delivery of any of the Goods when they are ready for a delaydelivery, inability or failure the Company is unable to effect a Delivery deliver the Goods on time because the Buyer has not provided appropriate instructions, documents, licences or authorisations: (a) risk in the Goods shall pass to the Buyer (including for loss or damage caused by the Delivery Time or at all. Any delayCompany's negligence); (b) the Goods shall be deemed to have been delivered; and (c) the Company may store the Goods until delivery, inability or a failure by OA to effect a Delivery whereupon the Buyer shall not entitle the Customer to treat this Agreement as repudiated by OA. 9.2 OA may notify the Customer of a new Delivery Time in the circumstances. 9.3 OA reserves the right to cancel an Order Confirmation at any time before or following the Delivery Time. OA shall not be liable for any Claim or Loss whatsoever arising from such cancellation. Provided the Customer is not at fault for the cancellationall related costs and expenses (including, OA will refund any deposit or monies paid by the Customer in relation to any invoice/s issued by OA in respect of the Orderwithout limitation, storage and insurance). 9.4 Any term relating to the quantity of Goods is not a fundamental term (or the essence) of this Agreement. OA reserves the right to make partial deliveries against an Order and to invoice each partial Delivery separately and the Customer cannot reject Goods on the basis of a partial Delivery. 9.5 Where Goods remain in the possession of OA after 4.5 The Buyer shall provide at the Delivery Time (including where the Customer fails Point and at its expense adequate and appropriate equipment and manual labour for whatever reason to take Delivery of the Goods), OA is entitled to charge the Customer for all Claims or Losses occasioned by the Customer in not accepting Delivery, together with any Claims or Losses in respect of the carriage, care and custody of off-loading the Goods. 9.6 Unless otherwise agreed in writing by OA, all Goods will be delivered 4.6 If the Company delivers to the Delivery Address. The Customer must ensure that it Buyer a quantity of Goods less than the quantity accepted by the Company, the Buyer shall not be entitled to object to or its employees reject the Goods or agents are in attendance any of them by reason of the surplus or shortfall and shall pay for such goods at the Delivery Address at the agreed time or agreed period to accept Delivery pro rata Contract rate. 4.7 The Company may make part delivery of the Goods and to acknowledge receipt upon the consignment note or invoice accompanying the Goods. The Customer warrants that the person who signs the delivery notice is authorised to receive deliver the Goods on their behalfby separate instalments. Each separate instalment or delivery shall be invoiced and paid for in accordance with the provisions of the Contract. 9.7 A quantity, description, date and place of Delivery, as indicated on OAs invoice or dispatch note, 4.8 Each instalment shall be referenced as evidence of quantity, description, date a separate Contract and place of Delivery of the Goods. 9.8 If the Customer fails to take Delivery of the Goods on the specified date, and the Order is returned to OA, a second delivery charge may be imposed. 9.9 OA may arrange for the storage and carriage of Goods by couriers, contractors no cancellation or sub-contractors. Notwithstanding any specific instructions given by the Customer as to the mode of carriage of Goods, and in the exercise of its absolute discretion, OA may have Goods carried or forwarded by any method which it deems fit. 9.10 Unless otherwise agreed in writing by OA, the cost of freight of Goods from the OA warehouse shall be paid for by the Customer. 9.11 Unless otherwise specified in a Quote, Goods shall be packed in OA standard packing. The cost termination of any special packing and packing materials required by one Contract relating to an instalment shall entitle the Customer shall be at the Customer’s expense. 9.12 A fixed $21.50 surcharge will be payable on the shipment of any dangerous Goods within an Order Buyer to repudiate or such other surcharge amount as OA may in it's absolute discretion determine is applicable to the Order as specified in the Order Confirmation. 9.13 A fixed surcharge will be payable for any special and/or custom Orders which alters the original products by slitting, cutting or cancel any other alteration of the product as specified in the Order ConfirmationContract or instalment. 9.14 Once the Goods are altered, no returns or cancellations will be accepted unless the Goods are deemed to be defective. 9.15 Where Orders are freighted on a pallet provided by OA, OA may apply a fixed pallet charge to this order based on the size of pallet required as specified in the Order Confirmation. Due to the dimensions and weight of pallet orders, OA may be required to have Goods carried by any method which it deems fit.

Appears in 1 contract

Sources: Terms and Conditions of Sale

Delivery. 9.1 The Supplier shall ensure that: the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition; each delivery of Goods is accompanied by a delivery note which shows the Purchase Order number, the type and quantity of Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the relevant Purchase Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and if the Supplier requires the Customer to return any packaging material to the Supplier, that fact is clearly stated on the delivery note. Any such packaging material shall be returned to the Supplier at the cost of the Supplier. The Supplier shall deliver the Goods specified in each Purchase Order: On its relevant Delivery Times quoted Date; at the Delivery Location; and during the Customer's normal business hours, or as instructed by OA for the Customer. Delivery of Goods is completed on the completion of unloading of those Goods at the Delivery Location. Where Goods are estimates only. OA will use reasonable endeavours to delivered from outside the United Kingdom, the Supplier shall deliver the Goods under the Incoterm “Delivered Duty Paid (DDP)”. The Supplier shall have the sole responsibility of managing any import formalities, including payment of any applicable tax or customs duties for the Goods. If the Supplier delivers more or less than the quantity of Goods ordered, and the Customer accepts the delivery, a pro rata adjustment shall be made to the Delivery Address on invoice for the Goods. If the Supplier: delivers less than 95% of the quantity of Goods ordered, the Customer may reject the Goods; delivers more than 105% of the quantity of Goods ordered, the Customer may at its discretion reject the Goods or before the Delivery Time specified excess Goods. If the Customer rejects any Goods they are returnable at the Supplier's risk and expense. If the Supplier fails to collect rejected Goods within a reasonable period after notification of the rejection, the Customer may charge the Supplier storage costs and sell or dispose of the rejected Goods. The Customer will account to the Supplier for the proceeds of sale (if any) after deducting the purchase price paid for the Goods, storage costs and its reasonable costs and expenses in connection with the Ordersale. OA The Supplier shall not deliver Goods in instalments without the Customer's prior written consent. Where it is agreed that Goods may be liable for any Claim or Loss delivered by instalments, such instalments shall be invoiced separately. However, failure by the Customer or Supplier to deliver any third party for a delay, inability or failure to effect a Delivery by the Delivery Time one instalment on time or at all. Any delay, inability or a failure by OA to effect a Delivery any defect in an instalment, shall not entitle the Customer to treat this Agreement as repudiated by OA. 9.2 OA may notify the remedies set out in clause ‎6. Customer remedies If the Goods are not delivered on the relevant Delivery Date, or do not comply with the undertakings set out in clause ‎4.1, then, without limiting any of its other rights or remedies, and whether or not it has accepted the Goods, and the Customer may exercise any one or more of the following remedies: to terminate the Contract; to reject the Goods (in whole or in part) and return them to the Supplier at the Supplier's own risk and expense; to require the Supplier to repair or replace the rejected Goods, or to provide a new Delivery Time in full refund of the circumstances. 9.3 OA reserves price of the right rejected Goods (if paid); to cancel an Order Confirmation at refuse to accept any time before or following subsequent delivery of the Delivery Time. OA shall not be liable for Goods which the Supplier attempts to make; to recover from the Supplier any Claim or Loss whatsoever arising from such cancellation. Provided the Customer is not at fault for the cancellation, OA will refund any deposit or monies paid costs incurred by the Customer in relation obtaining substitute goods from a third party; and to claim damages for any invoice/s issued other costs, loss or expenses incurred by OA the Customer which are in any way attributable to the Supplier's failure to carry out its obligations under the Contract. If the Goods are not delivered on the Delivery Date, the Customer may at its option claim or deduct [INSERT] per cent of the price of the Goods for each week's delay in delivery by way of liquidated damages, up to a maximum of [INSERT] per cent of the total price of the Goods. If the Customer exercises its rights under this clause ‎6.2, it may not exercise any of the remedies set out in clause ‎6.1 in respect of the Order. 9.4 Any term relating to the quantity of Goods is not a fundamental term Goods' late delivery (or the essence) of this Agreement. OA reserves the right to make partial deliveries against an Order and to invoice each partial Delivery separately and the Customer cannot reject Goods on the basis of a partial Delivery. 9.5 Where Goods remain in the possession of OA after the Delivery Time (including where the Customer fails for whatever reason to take Delivery of the Goods), OA is entitled to charge the Customer for all Claims or Losses occasioned by the Customer in not accepting Delivery, together with any Claims or Losses but such remedies shall be available in respect of the carriageGoods' condition). These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier. If the Supplier fails to promptly repair or replace the rejected Goods in accordance with clause 6.1(c), care the Customer may, without affecting its rights under Clause 6.1(f), obtain substitute goods from a substitute supplier, or have the rejected Goods repaired by a third party, and custody the Supplier shall reimburse the Customer for the costs it incurs in doing so. The Customer's rights and remedies under these Conditions are in addition to its rights and remedies implied by statute and common law. Acceptance, Title and risk The Customer shall not be deemed to have accepted any Goods until it has had a reasonable time to inspect them following delivery, or, in the case of a latent defect in the Goods, until a reasonable time after the latent defect has become apparent. Title and risk in the Goods shall pass to the Customer on completion of delivery. Price and payment The Customer shall pay for Goods in accordance with this clause ‎8. The Price: excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice; and includes the costs of packaging, insurance and carriage of the Goods. 9.6 Unless otherwise . No extra charges shall be effective unless agreed in writing and signed by OAthe Customer. The Supplier may invoice the Customer for the price of the Goods plus VAT at the prevailing rate (if applicable) on or at any time after the completion of delivery. The Supplier shall ensure that the invoice includes the date of the Purchase Order, all Goods will be delivered to the Delivery Addressinvoice number, the Contract Number, the Purchase Order number, the Supplier's VAT registration number, and any supporting documentation that the Customer may reasonably require. The Customer must ensure that it or its employees or agents are shall pay correctly rendered invoices within 30 days of receipt of the invoice. Payment shall be made to the bank account nominated in attendance writing by the Supplier. If a party fails to make any payment due to the other under the Contract by the due date for payment, then the defaulting party shall pay interest on the overdue amount at the Delivery Address at rate of 4% per annum above the agreed Bank of England's base rate from time or agreed period to accept Delivery time. Such interest shall accrue on a daily basis from the due date until actual payment of the Goods and overdue amount, whether before or after judgment. The defaulting party shall pay the interest together with the overdue amount. This clause shall not apply to acknowledge receipt upon payments the consignment note or invoice accompanying the Goodsdefaulting party disputes in good faith. The Customer warrants that the person who signs the delivery notice is authorised to receive the Goods on their behalf. 9.7 A quantitymay at any time, descriptionwithout limiting any of its other rights or remedies, date and place of Delivery, as indicated on OAs invoice or dispatch note, shall be referenced as evidence of quantity, description, date and place of Delivery set off any liability of the Goods. 9.8 Supplier to the Customer against any liability of the Customer to the Supplier. If the Customer fails disputes any invoice received from the Supplier, the Customer shall immediately notify the Supplier in writing. The parties shall negotiate in good faith to take Delivery attempt to resolve the dispute promptly. The Supplier shall provide all such evidence as may be reasonably necessary to verify the disputed invoice or request for payment. If the parties have not resolved the dispute within 30 days of the Goods on the specified date, and the Order is returned to OA, a second delivery charge may be imposed. 9.9 OA may arrange for the storage and carriage of Goods by couriers, contractors or sub-contractors. Notwithstanding any specific instructions given by the Customer as giving notice to the mode of carriage of Goods, and in the exercise of its absolute discretion, OA may have Goods carried or forwarded by any method which it deems fit. 9.10 Unless otherwise agreed in writing by OASupplier, the cost dispute shall be resolved in accordance with clause 14. Where only part of freight of Goods from an invoice is disputed, the OA warehouse undisputed amount shall be paid for by the Customer. 9.11 Unless otherwise specified in a Quote, Goods shall be packed in OA standard packing. The cost of any special packing and packing materials required by the Customer shall be at the Customer’s expense. 9.12 A fixed $21.50 surcharge will be payable on the shipment of any dangerous Goods within an Order or such other surcharge amount due date as OA may set out in it's absolute discretion determine is applicable to the Order as specified in the Order Confirmationclause 8.5. 9.13 A fixed surcharge will be payable for any special and/or custom Orders which alters the original products by slitting, cutting or any other alteration of the product as specified in the Order Confirmation. 9.14 Once the Goods are altered, no returns or cancellations will be accepted unless the Goods are deemed to be defective. 9.15 Where Orders are freighted on a pallet provided by OA, OA may apply a fixed pallet charge to this order based on the size of pallet required as specified in the Order Confirmation. Due to the dimensions and weight of pallet orders, OA may be required to have Goods carried by any method which it deems fit.

Appears in 1 contract

Sources: Supply of Goods Agreement

Delivery. 9.1 Any Delivery Times timeframes quoted by OA for the Delivery of Goods are estimates only. . 9.2 OA will use reasonable endeavours shall not be liable for delay or any failure or inability to deliver the Goods to the Delivery Address on or before the Delivery Time specified in the Order. deliver. 9.3 OA shall not be liable for any Claim Claim, Loss or Loss by the Customer or any third party for a delay, inability or failure damage whatsoever due to effect a Delivery by the Delivery Time or at all. Any delay, inability or a failure by OA to effect a Delivery deliver the Goods promptly or at all. 9.4 The failure of OA to deliver shall not entitle the Customer to treat this Agreement as repudiated by OArepudiated. 9.2 OA may notify the Customer of a new Delivery Time in the circumstances. 9.3 9.5 OA reserves the right to cancel withdraw an Order Confirmation at any time before or following the Delivery Time. OA shall Time and will not be liable for any Claim or Loss whatsoever arising from such cancellation. Provided the Customer is not at fault for the cancellation, OA will refund its failure to deliver any deposit or monies paid by the Customer in relation to any invoice/s issued by OA in respect all of the OrderGoods. 9.4 9.6 Any term of this Agreement relating to the quantity of Goods is not a fundamental term (or the essence) essence of this the Agreement. OA reserves the right to make partial deliveries against an Order and to invoice each partial Delivery separately and the Customer cannot reject Goods on the basis of a partial Delivery. 9.5 9.7 Where Goods remain in the possession of OA after the Delivery Time (including where the Customer fails for whatever reason to take Delivery of the Goods), OA is entitled to charge the Customer for all Claims or Losses occasioned by the Customer in not accepting Delivery, together with any Claims or Losses in respect of the carriage, care and custody of the Goods. 9.6 9.8 Unless otherwise agreed in writing by OA, all Goods will be delivered to the Delivery Address. . 9.9 The Customer must ensure that it or its employees or agents are in attendance at the Delivery Address at the agreed time or agreed period to accept Delivery of the Goods and to acknowledge receipt upon the consignment note or invoice accompanying the Goods. . 9.10 The Customer warrants that the person persons at the Customer’s delivery address who signs the delivery Delivery notice is authorised to receive the Goods on their behalf. 9.7 9.11 A quantity, description, date and place of Delivery, as indicated on OAs invoice or dispatch note, shall be referenced as evidence of quantity, description, date and place of Delivery of the Goods. 9.8 9.12 If the Customer fails to take Delivery delivery of the Goods on the specified date, and the Order is returned to OA, a second delivery charge may be imposed. 9.9 9.13 OA may arrange for the storage and carriage of Goods by couriers, contractors or sub-contractors. Notwithstanding any specific instructions given by the Customer as to the mode of carriage of Goods, and in the exercise of its absolute discretion, OA may have Goods carried or forwarded by any method which it deems fit. 9.10 9.14 Unless otherwise agreed in writing by OAOA from time to time, the cost of freight of Goods from the OA warehouse shall be paid for by the Customer. 9.11 9.15 Unless otherwise specified in a Quote, Goods shall be packed in OA standard packing. The cost of any special packing and packing materials required by the Customer shall be at the Customer’s expense. 9.12 9.16 A fixed $21.50 15.00 surcharge will be payable on the shipment of any dangerous Goods within an Order or such other surcharge amount as OA may in it's its absolute discretion determine is applicable to the Order as specified in the Order ConfirmationOrder. 9.13 9.17 A fixed surcharge will be payable for any special and/or custom Orders which alters the original products by slitting, cutting or any other alteration of the product as specified in the Order Confirmation. 9.14 product. Once the Goods are altered, no returns or cancellations will be accepted unless the Goods are deemed to be defectivefaulty. 9.15 Where Orders are freighted on a pallet provided by OA, OA may apply a fixed pallet charge to this order based on the size of pallet required as specified in the Order Confirmation. Due to the dimensions and weight of pallet orders, OA may be required to have Goods carried by any method which it deems fit.

Appears in 1 contract

Sources: Terms and Conditions of Sale

Delivery. 9.1 Any 4.1. Norgine shall use its reasonable endeavours to ensure that: (a) each delivery of the Goods is accompanied by a delivery note that shows the date of the Order, all relevant Customer and Norgine reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and (b) if Norgine requires the Customer to return any packaging materials to Norgine, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as Norgine shall reasonably request. Unless otherwise agreed between Norgine and the Customer, returns of packaging materials shall be at Norgine's expense. 4.2. Unless otherwise agreed between Norgine and the Customer, Norgine shall deliver the Goods on an Ex Works (Incoterms 2020) basis to the location set out in the Order (Delivery Times quoted Location) at any time after Norgine notifies the Customer that the Goods are ready for collection. Norgine may use its own third party logistics provider and charge the Customer for delivery of the Goods (in the amount stipulated to the Customer in respect of each Order).‌ 4.3. Delivery is completed by OA Norgine on the completion of unloading the Goods at the Delivery Location. Norgine shall deliver the Goods at the nearest entrance to the Delivery Location and at ground floor level only. The Customer shall be responsible for the Delivery Goods after delivery, including the movement or transfer of Goods to another location at the Delivery Location. 4.4. Any dates quoted for delivery are estimates approximate only, and the time of delivery is not of the essence. OA will use Norgine shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide Norgine with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods, including any failure of the Customer (or its third party representative) to make adequate provision for the receipt and storage of Goods on arrival or collection (as the case may be). In the event that the stated approximate delivery date is exceeded, the Parties shall agree in writing on a reasonable endeavours additional period, but without this giving rise to any payment of compensation or to a right for either Party to terminate this Agreement. Accordingly, a delay in delivery shall not relieve the Customer of any obligation to accept or pay for the Goods. 4.5. If Norgine fails to deliver the Goods in accordance with this clause, 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 price available, less the price of the undelivered Goods. Norgine shall have no liability for any failure to deliver the Goods to the Delivery Address extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide Norgine with adequate delivery instructions or any other instructions that are relevant to the supply and/or receipt of the Goods.‌ 4.6. If the Customer fails to take or accept delivery of the Goods within one (1) Business Day of Norgine notifying the Customer that the Goods are ready for collection, then, except where such failure or delay is caused by a Force Majeure Event or Norgine’s failure to comply with its obligations under this Agreement in respect of the Goods: (a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the first Business Day after the day on which Norgine notified the Customer that the Goods were ready for collection; and (b) Norgine shall store the Goods until actual delivery takes place, and charge the Customer for all related costs and expenses (including insurance). 4.7. If ten (10) Business Days after the day on which Norgine notified the Customer that the Goods were ready for collection, the Customer has not taken or before accepted actual delivery of the Delivery Time specified in Goods, Norgine may resell or otherwise dispose of part or all of the Order. OA shall not be liable Goods and, after deducting reasonable storage and selling costs, account to the Customer for any Claim excess over the price of the Goods or Loss by charge the Customer for any shortfall below the price of the Goods. 4.8. If Norgine delivers up to and including five (5)% more or any third party less than the quantity of Goods ordered the Customer may not reject such Goods on this basis, but on receipt of notice from the Customer that the wrong quantity of Goods was delivered, Norgine shall make a pro rata adjustment to the invoice for the Goods. 4.9. Norgine may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a delay, inability or failure to effect separate contract (even where a Delivery by the Delivery Time or at allnumber of instalments are included in a Contract). Any delaydelay in delivery, inability defect or a failure by OA to effect a Delivery other breach in respect of an instalment shall not entitle the Customer to treat this Agreement as repudiated by OAcancel any other instalment and shall be deemed a severable breach of contract. 9.2 OA may notify the Customer of a new Delivery Time in the circumstances. 9.3 OA 4.10. Norgine reserves the right to delay or cancel an Order Confirmation at if any time before payment or following the Delivery Time. OA shall not be liable for any Claim or Loss whatsoever arising amount due from such cancellation. Provided the Customer is to Norgine either exceeds any credit limit for credit granted by Norgine to the Customer or has not at fault for the cancellation, OA will refund any deposit or monies paid been made by the Customer in relation to any invoice/s issued by OA in respect of the Orderrequired date for payment. 9.4 Any term relating to the quantity of Goods is not a fundamental term (or the essence) of this Agreement. OA reserves the right to make partial deliveries against an Order and to invoice each partial Delivery separately and the Customer cannot reject Goods on the basis of a partial Delivery. 9.5 Where Goods remain in the possession of OA after the Delivery Time (including where the Customer fails for whatever reason to take Delivery of the Goods), OA is entitled to charge the Customer for all Claims or Losses occasioned by the Customer in not accepting Delivery, together with any Claims or Losses in respect of the carriage, care and custody of the Goods. 9.6 Unless otherwise agreed in writing by OA, all Goods will be delivered to the Delivery Address. The Customer must ensure that it or its employees or agents are in attendance at the Delivery Address at the agreed time or agreed period to accept Delivery of the Goods and to acknowledge receipt upon the consignment note or invoice accompanying the Goods. The Customer warrants that the person who signs the delivery notice is authorised to receive the Goods on their behalf. 9.7 A quantity, description, date and place of Delivery, as indicated on OAs invoice or dispatch note, shall be referenced as evidence of quantity, description, date and place of Delivery of the Goods. 9.8 If the Customer fails to take Delivery of the Goods on the specified date, and the Order is returned to OA, a second delivery charge may be imposed. 9.9 OA may arrange for the storage and carriage of Goods by couriers, contractors or sub-contractors. Notwithstanding any specific instructions given by the Customer as to the mode of carriage of Goods, and in the exercise of its absolute discretion, OA may have Goods carried or forwarded by any method which it deems fit. 9.10 Unless otherwise agreed in writing by OA, the cost of freight of Goods from the OA warehouse shall be paid for by the Customer. 9.11 Unless otherwise specified in a Quote, Goods shall be packed in OA standard packing. The cost of any special packing and packing materials required by the Customer shall be at the Customer’s expense. 9.12 A fixed $21.50 surcharge will be payable on the shipment of any dangerous Goods within an Order or such other surcharge amount as OA may in it's absolute discretion determine is applicable to the Order as specified in the Order Confirmation. 9.13 A fixed surcharge will be payable for any special and/or custom Orders which alters the original products by slitting, cutting or any other alteration of the product as specified in the Order Confirmation. 9.14 Once the Goods are altered, no returns or cancellations will be accepted unless the Goods are deemed to be defective. 9.15 Where Orders are freighted on a pallet provided by OA, OA may apply a fixed pallet charge to this order based on the size of pallet required as specified in the Order Confirmation. Due to the dimensions and weight of pallet orders, OA may be required to have Goods carried by any method which it deems fit.

Appears in 1 contract

Sources: Terms & Conditions of Sale

Delivery. 9.1 Any Delivery Times quoted The Supplier shall ensure that each delivery of Goods is accompanied by OA a delivery note which shows the order number, the type and quantity of Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the relevant Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered. Unless otherwise specifically agreed in writing by the Supplier (whether via the Order Confirmation Form or otherwise) all Goods shall be supplied on an "ex works" basis and accordingly:- delivery of the Goods shall take place by of the Supplier making the Goods available for collection at the Supplier’s premises (such that delivery will then be completed once the Customer or any carrier appointed by it has taken possession of the Goods at the Supplier's premises) and the Customer shall be responsible for making all necessary arrangements, at its own cost, for the Delivery of Goods to be collected from the Supplier's premises and (where applicable) transported onwards to the Customer's own premises; if following a request by the Customer to this effect the Supplier agrees, at its sole discretion, to change the delivery location such that the Goods are estimates onlyto be made available at a location other than the Supplier's premises, the Supplier shall arrange for suitable transport to the relevant delivery location and the Customer shall be liable for any additional Expenses incurred by the Supplier as a result of such change (including all relevant transport costs incurred by the Supplier). OA will The Supplier shall use its reasonable endeavours to deliver the Goods to the relevant delivery location on the relevant Delivery Address on or before Date, but (for the avoidance of doubt) Delivery Time specified in Dates are approximate only and the Ordertime of delivery is not of the essence. OA The Supplier shall not in any event be liable for any Claim delay in delivery of any Goods that is caused by: a Force Majeure Event; or Loss by the Customer Customer's failure to provide the Supplier with adequate delivery instructions or any third party for a delay, inability or failure to effect a Delivery by the Delivery Time or at all. Any delay, inability or a failure by OA to effect a Delivery shall not entitle the Customer to treat this Agreement as repudiated by OA. 9.2 OA may notify the Customer of a new Delivery Time in the circumstances. 9.3 OA reserves the right to cancel an Order Confirmation at any time before or following the Delivery Time. OA shall not be liable for any Claim or Loss whatsoever arising from such cancellation. Provided the Customer is not at fault for the cancellation, OA will refund any deposit or monies paid by the Customer in relation to any invoice/s issued by OA in respect of the Order. 9.4 Any term relating other instructions that are relevant to the quantity of Goods is not a fundamental term (or the essence) of this Agreement. OA reserves the right to make partial deliveries against an Order and to invoice each partial Delivery separately and the Customer cannot reject Goods on the basis of a partial Delivery. 9.5 Where Goods remain in the possession of OA after the Delivery Time (including where the Customer fails for whatever reason to take Delivery supply of the Goods), OA is entitled to charge the Customer for all Claims or Losses occasioned by the Customer in not accepting Delivery, together with any Claims or Losses in respect of the carriage, care and custody of the Goods. 9.6 Unless otherwise agreed in writing by OA, all Goods will be delivered to the Delivery Address. The Customer must ensure that it or its employees or agents are in attendance at the Delivery Address at the agreed time or agreed period to accept Delivery of the Goods and to acknowledge receipt upon the consignment note or invoice accompanying the Goods. The Customer warrants that the person who signs the delivery notice is authorised to receive the Goods on their behalf. 9.7 A quantity, description, date and place of Delivery, as indicated on OAs invoice or dispatch note, shall be referenced as evidence of quantity, description, date and place of Delivery of the Goods. 9.8 If the Customer fails to take Delivery of the Goods on the specified date, and the Order is returned to OA, a second delivery charge may be imposed. 9.9 OA may arrange for the storage and carriage of Goods by couriers, contractors or sub-contractors. Notwithstanding any specific instructions given by the Customer as to the mode of carriage of Goods, and in the exercise of its absolute discretion, OA may have Goods carried or forwarded by any method which it deems fit. 9.10 Unless otherwise agreed in writing by OA, the cost of freight of Goods from the OA warehouse shall be paid for by the Customer. 9.11 Unless otherwise specified in a Quote, Goods shall be packed in OA standard packing. The cost of any special packing and packing materials required by the Customer shall be at the Customer’s expense. 9.12 A fixed $21.50 surcharge will be payable on the shipment of any dangerous Goods within an Order or such other surcharge amount as OA may in it's absolute discretion determine is applicable to the Order as specified in the Order Confirmation. 9.13 A fixed surcharge will be payable for any special and/or custom Orders which alters the original products by slitting, cutting or any other alteration of the product as specified in the Order Confirmation. 9.14 Once the Goods are altered, no returns or cancellations will be accepted unless the Goods are deemed to be defective. 9.15 Where Orders are freighted on a pallet provided by OA, OA may apply a fixed pallet charge to this order based on the size of pallet required as specified in the Order Confirmation. Due to the dimensions and weight of pallet orders, OA may be required to have Goods carried by any method which it deems fit.; or

Appears in 1 contract

Sources: Supply of Goods Agreement

Delivery. 9.1 Any Delivery Times quoted by OA for the Delivery of 6.1 The Goods are estimates only. OA will use reasonable endeavours to deliver the Goods to the Delivery Address on or before the Delivery Time specified in the Order. OA shall not be liable for any Claim or Loss by the Customer or any third party for a delay, inability or failure to effect a Delivery by the Delivery Time or at all. Any delay, inability or a failure by OA to effect a Delivery shall not entitle the Customer to treat this Agreement as repudiated by OA. 9.2 OA may notify the Customer of a new Delivery Time in the circumstances. 9.3 OA reserves the right to cancel an Order Confirmation at any time before or following the Delivery Time. OA shall not be liable for any Claim or Loss whatsoever arising from such cancellation. Provided the Customer is not at fault for the cancellation, OA will refund any deposit or monies paid by the Customer in relation to any invoice/s issued by OA in respect of the Order. 9.4 Any term relating to the quantity of Goods is not a fundamental term (or the essence) of this Agreement. OA reserves the right to make partial deliveries against an Order and to invoice each partial Delivery separately and the Customer cannot reject Goods on the basis of a partial Delivery. 9.5 Where Goods remain in the possession of OA after the Delivery Time (including where the Customer fails for whatever reason to take Delivery of the Goods), OA is entitled to charge the Customer for all Claims or Losses occasioned by the Customer in not accepting Delivery, together with any Claims or Losses in respect of the carriage, care and custody of the Goods. 9.6 Unless otherwise agreed in writing by OA, all Goods will be delivered to the place named on, and in accordance with, the Purchase Order. Delivery Addressshall be completed when the Goods have been unloaded at the point of delivery specified in the Purchase Order and delivery has been accepted by the Purchaser or its authorised representative. Any access to premises and any labour and equipment that may be provided by the Purchaser in connection with delivery shall be provided without acceptance by the Purchaser of any liability whatsoever or howsoever arising and the Supplier shall indemnify and keep indemnified the Purchaser in respect of any actions, suits, claims, demands, losses, charges, costs and expenses (including legal expenses and disbursements) which the Purchaser may suffer or incur as a result of or in connection with any damage or injury (including death) occurring in the course of delivery or installation to the extent that any such damage or injury is attributable to any act, omission or negligence of the Supplier or any of its sub- contractors. 6.2 The Services shall be delivered as detailed and in accordance with the Purchase Order and / or scoping document that sits alongside. Delivery shall be deemed complete when the Service(s) has been tested and accepted by the Purchaser or its authorised representative. The Customer must Supplier will ensure in the case of services that it may affect the Purchasers IT equipment and data storage that its integrity is maintained and that disaster recovery procedures have been adopted and validated before commencement of works. 6.3 Where any access to the premises is necessary in connection with delivery, installation or supply of services, the Supplier and its employees sub-contractors shall at all times comply with the reasonable requirements of the Purchaser or agents are in attendance at other authorised representative. 6.4 The time of delivery shall be of the essence for the purposes of the Contract and failure to deliver by the Delivery Address Date shall enable the Purchaser (at the agreed time or agreed period its option) to release itself from any obligation to accept and pay for the Goods/Services and/or to cancel all or part of the Goods/Services under the Purchase Order, in either case without prejudice to its other rights and remedies. 6.5 The Supplier’s failure to effect delivery on the Delivery Date specified shall entitle the Purchaser to purchase substitute Goods/Services and to hold the Supplier accountable for any and all loss and/or additional costs incurred as a result of such failure to include all costs of and associated with the termination including but not limited to legal and professional costs, losses, damages and the costs of remedying the Supplier’s Breach. 6.6 Failure by the Purchaser to exercise any of its rights in these Terms and Conditions including the right to terminate a Purchase Order shall not be deemed to constitute a waiver with respect to any subsequent part of that Purchase Order or later claim. 6.7 If Goods are delivered before the Delivery Date, the Purchaser shall be entitled to its sole discretion to refuse to take delivery or to charge for insurance and storage of the Goods and to acknowledge receipt upon until the consignment note or invoice accompanying the Goods. The Customer warrants that the person who signs the delivery notice is authorised to receive the Goods on their behalfDelivery Date. 9.7 A quantity6.8 Unless otherwise stated in the Purchase Order, description, date and place of Delivery, as indicated on OAs invoice or dispatch note, shall be referenced as evidence of quantity, description, date and place of Delivery of the Goods. 9.8 If the Customer fails to take Delivery of the Goods on the specified date, Supplier is responsible for and the Order is returned to OA, a second delivery charge may be imposed. 9.9 OA may arrange cost of obtaining all the export and import licences for the storage and carriage of Goods by couriers, contractors or sub-contractors. Notwithstanding any specific instructions given by the Customer as to the mode of carriage of Goods, and in the exercise case of its absolute discretion, OA may have the Goods carried or forwarded by any method which it deems fit. 9.10 Unless otherwise agreed in writing by OAsupplied from outside the UK, the cost Supplier shall ensure that accurate information is provided to the Purchaser as to the country of freight of Goods from origin and the OA warehouse Supplier shall be paid liable for by additional duties or taxes should the Customer. 9.11 Unless otherwise specified in a Quote, Goods shall country of origin prove to be packed in OA standard packing. The cost of any special packing and packing materials required by the Customer shall be at the Customer’s expense. 9.12 A fixed $21.50 surcharge will be payable on the shipment of any dangerous Goods within an Order or such other surcharge amount as OA may in it's absolute discretion determine is applicable different to the Order as specified in the Order Confirmationone stated. 9.13 A fixed surcharge will be payable for any special and/or custom Orders which alters the original products by slitting, cutting or any other alteration of the product as specified in the Order Confirmation. 9.14 Once the Goods are altered, no returns or cancellations will be accepted unless the Goods are deemed to be defective. 9.15 Where Orders are freighted on a pallet provided by OA, OA may apply a fixed pallet charge to this order based on the size of pallet required as specified in the Order Confirmation. Due to the dimensions and weight of pallet orders, OA may be required to have Goods carried by any method which it deems fit.

Appears in 1 contract

Sources: Purchase Agreement

Delivery. 9.1 8.1 Any Delivery Times delivery date quoted by OA for the Delivery of Goods are estimates only. OA will use reasonable endeavours to deliver Company is an estimated date only and the Goods to the Delivery Address on or before the Delivery Time specified in the Order. OA Company shall not be liable for any Claim toss or Loss by damage occurring through any failure or inability to meet such date. Time for delivery is not of the Customer or essence of any third party for a delay, inability or failure to effect a Delivery by the Delivery Time or at all. Any delay, inability or a failure by OA to effect a Delivery shall not entitle the Customer to treat this Agreement as repudiated by OA. 9.2 OA may notify the Customer of a new Delivery Time in the circumstances. 9.3 OA reserves the right to cancel an Order Confirmation at any time before or following the Delivery Time. OA Contract and shall not be liable for made so by service of any Claim or Loss whatsoever arising from such cancellationnotice. Provided the Customer is not at fault for the cancellationIf no delivery dates are specified, OA will refund any deposit or monies paid by the Customer in relation to any invoice/s issued by OA in respect delivery shall be within a reasonable time of the Orderdate that the Order ls placed. 9.4 Any term relating to 8.2 Delivery shall be Ex Works at the quantity of Goods is not a fundamental term (Company's premises unless otherwise stipulated or the essence) of this Agreement. OA reserves the right to make partial deliveries against an Order and to invoice each partial Delivery separately and the Customer cannot reject Goods on the basis of a partial Delivery. 9.5 Where Goods remain in the possession of OA after the Delivery Time (including where the Customer fails for whatever reason to take Delivery of the Goods), OA is entitled to charge the Customer for all Claims or Losses occasioned by the Customer in not accepting Delivery, together with any Claims or Losses in respect of the carriage, care and custody of the Goods. 9.6 Unless otherwise agreed in writing by OA, all Goods will be delivered to the Delivery AddressCompany. The Customer must ensure that it or Company may charge for delivery at a location other than its employees or agents are in attendance at the Delivery Address at the agreed time or agreed period to accept Delivery premises. 8.3 The Purchaser shall take delivery of the Goods within seven (7) days of the Purchaser giving it notice that the Goods are ready for delivery. The Purchaser shall provide at the point of delivery and to acknowledge receipt upon the consignment note or invoice accompanying at its expense adequate and appropriate equipment and manual labour for loading and/or unloading of the Goods. The Customer warrants that the person who signs the delivery notice Purchaser is authorised to receive solely responsible for loading and/or unloading of the Goods on their behalfat the point of delivery. The Purchaser shall indemnify and keep indemnified the Company against any losses, liabilities, damages, claims, costs or proceedings arising as a result of the Company or its subcontractors assisting the Purchaser in the loading, unloading or other removal of the Goods from the point of delivery. 9.7 A quantity, description, date and place of Delivery, as indicated on OAs invoice 8.4 If for any reason the Purchaser refuses or dispatch note, shall be referenced as evidence of quantity, description, date and place of Delivery of the Goods. 9.8 If the Customer fails to take Delivery delivery of Goods tendered in accordance with any Contract or fails to take any action necessary on its part for delivery of the Goods on the specified date, Company shall be entitled to immediate payment of the Price in full for the Goods so tendered. The Company shall be entitled to store at the risk of the Purchaser any Goods of which the Purchaser fails or refuses to take delivery and the Order is returned Purchaser shall! in addition to OA, a second delivery charge may be imposed. 9.9 OA may arrange for the Price pay on demand al! costs of such storage and carriage any additional costs incurred as a result of such failure or refusal. The Company shall be entitled in the case of short-life Goods by couriers, contractors or sub-contractors. Notwithstanding any specific instructions given by immediately to dispose of the Customer same in such manner as to the mode of carriage of Goods, Company may in its absolute discretion determine and in the exercise case of all other Goods the Company shall be entitled after the expiration of one month from the date of failure or refusal to take delivery to dispose of the Goods in such manner as it may in its absolute discretion, OA may have Goods carried or forwarded by any method which it deems fitdiscretion determine. 9.10 Unless otherwise agreed in writing by OA, the cost of freight of Goods from the OA warehouse shall be paid for by the Customer. 9.11 Unless otherwise specified in a Quote, Goods shall be packed in OA standard packing. The cost of any special packing and packing materials required by the Customer shall be at the Customer’s expense. 9.12 A fixed $21.50 surcharge will be payable on the shipment of any dangerous Goods within an Order or such other surcharge amount as OA may in it's absolute discretion determine is applicable to the Order as specified in the Order Confirmation. 9.13 A fixed surcharge will be payable for any special and/or custom Orders which alters the original products by slitting, cutting or any other alteration of the product as specified in the Order Confirmation. 9.14 Once the Goods are altered, no returns or cancellations will be accepted unless the Goods are deemed to be defective. 9.15 Where Orders are freighted on a pallet provided by OA, OA may apply a fixed pallet charge to this order based on the size of pallet required as specified in the Order Confirmation. Due to the dimensions and weight of pallet orders, OA may be required to have Goods carried by any method which it deems fit.

Appears in 1 contract

Sources: Terms and Conditions of Sale

Delivery. 9.1 5.1 Unless otherwise indicated, the Customer will be responsible for payment of all transport and delivery charges for all purchases from NEHOC. 5.2 Delivery costs are based on order weight, delivery location and freight method selected. Costs can be calculated in the Site. 5.3 A single order comprising of delivery to multiple addresses constitutes multiple Orders with freight for each Order applicable. ▪ Part shipments, where goods have been listed on a prior Tax Invoice or where a prior arrangement with NEHOC has been made will be supplied freight free. 5.4 NEHOC will use its discretion in selecting a reputable carrier and appropriate means of shipment. Any Delivery Times dates quoted by OA NEHOC for delivery of the Delivery of Goods Goods/Services are estimates only. OA will use reasonable endeavours to deliver the Goods to the Delivery Address on or before the Delivery Time specified in the Order. OA an estimate only and shall not form part of the Sale Terms. 5.5 Where Goods/Services are to be liable for any Claim or Loss delivered by instalments, each instalment shall be deemed to be the Customer or any third party for subject of a delay, inability separate agreement and no default or failure to effect a Delivery by NEHOC in respect of any one or more instalments shall vitiate the Delivery Time or at all. Any delay, inability or a failure by OA to effect a Delivery shall not entitle the Customer to treat this Agreement as repudiated by OA. 9.2 OA may notify the Customer of a new Delivery Time in the circumstances. 9.3 OA reserves the right to cancel an Order Confirmation at any time before or following the Delivery Time. OA shall not be liable for any Claim or Loss whatsoever arising from such cancellation. Provided the Customer is not at fault for the cancellation, OA will refund any deposit or monies paid by the Customer in relation to any invoice/s issued by OA contract in respect of the Order. 9.4 Any term relating Goods/Services previously delivered or undelivered Goods/Services. In the event that NEHOC give notice to the quantity of Goods you that it is not a fundamental term (or the essence) of this Agreement. OA reserves the right unable to make partial deliveries against an Order and to invoice each partial Delivery separately and the Customer cannot reject Goods on the basis of a partial Delivery. 9.5 Where Goods remain in the possession of OA after the Delivery Time (including where the Customer fails for whatever reason to take Delivery deliver any instalment of the Goods)/Services, OA is entitled you shall be deemed to charge have accepted those instalments already delivered. NEHOC shall reimburse the Customer for all Claims or Losses occasioned by the Customer in not accepting Delivery, together with any Claims or Losses in respect price of the carriage, care and custody of the undelivered Goods/Services which have been paid for by you. 9.6 Unless otherwise agreed in writing by OA, all Goods will be delivered to the Delivery Address. The Customer must ensure that it or its employees or agents are in attendance at the Delivery Address at the agreed time or agreed period to accept Delivery of the Goods and to acknowledge receipt upon the consignment note or invoice accompanying the Goods. The Customer warrants that the person who signs the delivery notice is authorised to receive the Goods on their behalf. 9.7 A quantity, description, date and place of Delivery, as indicated on OAs invoice or dispatch note, shall be referenced as evidence of quantity, description, date and place of Delivery of the Goods. 9.8 If 5.6 Where the Customer fails to take Delivery delivery of the Goods on Goods/Services or any part of them when they are made available to you, or fail to provide accurate instructions, documents, licenses, consents or authorisation’s required to enable the specified dateGoods/ Services to be delivered, NEHOC shall be entitled, upon giving written notice to the Customer, to store or arrange for storage of the Goods/Services, and then risk in the Goods/Services shall pass to the Customer. Delivery shall be deemed to have taken place, and the Customer shall pay to NEHOC all costs and expenses (including storage and insurance charges) arising from the Customers failure. 5.7 NEHOC shall endeavour to arrange to deliver the Goods/Services to the delivery point as designated by the Customer on the Order. NEHOC is not responsible for lost, damaged or incorrectly delivered Orders where the Customer has listed incorrect address or delivery details on the Order. 5.8 Title and risk of loss or damage to the Goods/Services shall pass to you on the physical delivery of the Order to the address identified in the Order. Notwithstanding the foregoing, title to the Goods which are Trademarked shall remain with the applicable licensor(s). 5.9 Claims against NEHOC for compensation are not recognised unless the Order is returned to OAsent using a tracking number, a second delivery charge may be imposedis registered or insured by NEHOC. ▪ Tracking numbers do not include customs documentation, airway bill numbers, container numbers or express post barcodes. 9.9 OA 5.10 Any claim for delivery damage must be made in writing to NEHOC by the Customer within seven (7) days of delivery, unless a signature is required upon delivery in which case the notification must be made within one (1) day, and such notification is confirmed in writing within seven (7) days of its receipt by NEHOC. Where no such notice has been provided by the Customer the Goods/Services shall be deemed to have been accepted as being in good condition and in accordance with the Sale Terms. 5.11 Where the Customer suspected an Order lost, stolen or not delivered, it is the Customers responsibility to confirm the non-delivery of the Order to NEHOC by way of written notice within fourteen (14) days of notice of dispatch from NEHOC. ▪ Where an Order contains a tracking number, is registered or insured on dispatch, NEHOC shall act on the Customers behalf to recover the order and any associated costs to replace the original Order within a reasonable time frame. NEHOC at it’s decision may arrange for ship a replacement Order prior to the storage original Order being located. ▪ Where no form of tracking, registration or insurance was requested by the Customer on submitting the Order, the Customer acknowledges that whilst NEHOC will assist where possible, it is the Customers responsibility to prove to NEHOC in writing a missing or delayed delivery. 5.12 Any Order made by the Customer containing fragile, glass, liquids or perishable Goods, including but not limited to machines, inks and carriage spare parts, must notify NEHOC by written confirmation (letter, facsimile transmission or e-mail) within one (1) days of Goods delivery and such notification is confirmed in writing within seven (7) days of its receipt by couriersNEHOC, contractors or sub-contractors. Notwithstanding any specific instructions given the Goods/Services shall be deemed to have been accepted by the Customer as to the mode of carriage of Goods, being in good condition and in accordance with the exercise of its absolute discretionSale Terms. ▪ Where section 5.10 applies to an Order, OA may have Goods carried or forwarded by any method which it deems fit. 9.10 Unless otherwise agreed in writing by OA, the cost of freight of Goods from the OA warehouse shall be paid for by the Customer. 9.11 Unless otherwise specified in a Quote, Goods shall be packed in OA standard packing. The cost of any special packing and packing materials required by the Customer shall be at notified by means of written notice or sticker attached to the Customer’s expenseNEHOC documentation (Invoice or Packing Slip). ▪ The Customer agrees any attempt to remove such notice from the documentation will void all claims and warranties against NEHOC for all Goods/Services in the Order. 9.12 A fixed $21.50 surcharge will 5.13 In no event shall NEHOC be payable on liable to the shipment Customer for any indirect, special, incidental or consequential damages resulting from performance or failure to perform under an agreement pursuant to the Sale Terms, or from the furnishing, performance or use of any dangerous Goods within an Order or such other surcharge amount as OA may in it's absolute discretion determine is applicable Services sold or provided pursuant to the Order as specified in the Order Confirmation. 9.13 A fixed surcharge will be payable for any special and/or custom Orders which alters the original products by slittingSale Terms, cutting or any other alteration due to late delivery or non-delivery of the product as specified in the Order ConfirmationGoods/Services, whether due to a breach of contract, breach of warranty, negligence, or otherwise. 9.14 Once the Goods are altered, no returns or cancellations will be accepted unless the Goods are deemed to be defective. 9.15 Where Orders are freighted on a pallet provided by OA, OA may apply a fixed pallet charge to this order based on the size of pallet required as specified in the Order Confirmation. Due to the dimensions and weight of pallet orders, OA may be required to have Goods carried by any method which it deems fit.

Appears in 1 contract

Sources: Sale Terms

Delivery. 9.1 (a) Any Delivery Times quoted dates specified by OA the Company for the Delivery delivery of Goods are estimates onlyestimates. OA Failure by the Company to make delivery by any stated date shall not entitle the Customer to rescind or terminate the Contract. (b) The Company will use reasonable endeavours notify the Customer of the estimated delivery date and the Customer must take delivery on such date or such other date as the Company shall indicate to deliver the Customer. Failure to take delivery (in whole or in part) when notified by the Company will require the Customer to pay storage charges, or (at the Company's option) returned load charges, which shall be added to the agreed price. The Company may withhold delivery of Goods until such charges have been paid. (c) When the Company delivers Goods, or makes arrangements for Goods to be delivered, the Customer shall ensure that delivery vehicles are not obstructed or delayed in any way. The Company and its agents may refuse to make delivery if access to the agreed place of delivery is unsuitable or unsafe for such delivery and to charge the Customer accordingly. (d) The delivery of Goods is made by the Company on the condition that adequate facilities and, if necessary, labour, will be made available by the Customer, at the Customer's expense, at the agreed place of delivery. (e) The Company may require the Customer to take delivery at the Company's depot, if the delivery of Goods to the Delivery Address on or before agreed place of delivery, is not reasonably accessible by road vehicles available to the Delivery Time specified Company. (f) Where the Goods are to be delivered in the Order. OA instalments, each delivery shall not be liable for any Claim or Loss constitute a separate contract and failure by the Customer Company to deliver any one or any third party for a delay, inability or failure to effect a Delivery by the Delivery Time or at all. Any delay, inability or a failure by OA to effect a Delivery more instalments shall not entitle the Customer to treat this Agreement the contract as repudiated by OAa whole as repudiated. 9.2 OA (g) The Company may notify deliver from 7 am until 6pm on delivery days. It is the Customer of a new Delivery Time in customer’s responsibility to ensure there is someone on site to accept the circumstancesgoods. 9.3 OA reserves (h) Cancellation of the right to cancel Goods while in transit will incur return load and re-stocking charges these will be processed before any refund can be issued. (i) Any cancellation or delay of an Order Confirmation at any time before or following the Delivery Time. OA shall not be liable for any Claim or Loss whatsoever arising from such cancellation. Provided the Customer is not at fault for the cancellation, OA will refund any deposit or monies paid order by the Customer in relation on or after 2:30pm on the working day before the order is due to any invoice/s issued by OA in respect be fulfilled, or if the Company cannot deliver an order due to a failure of the Order. 9.4 Any term relating Customer to the quantity of Goods comply with its obligations pursuant to Condition 3.2 or 3.5, is not a fundamental term (or the essence) of this Agreement. OA reserves the right subject to make partial deliveries against an Order and to invoice each partial Delivery separately and the Customer cannot reject Goods on the basis of a partial Delivery. 9.5 Where Goods remain in the possession of OA after the Delivery Time (including where the Customer fails for whatever reason to take Delivery of the Goods), OA is entitled to charge the Customer for all Claims or Losses occasioned payment by the Customer in not accepting Delivery, together with any Claims or Losses in respect of: (i) The Cancellation Charge of 50% of the carriage, care and custody of total cost per goods; and (ii) The Returned Materials Charge (j) All orders must be altered or cancelled by telephone the Goods.following are not accepted: 9.6 Unless (i) Email (ii) Text (iii) Instant Message (iv) Letter (k) Waiting time is charged after 20 minutes on site unless otherwise agreed in writing by OA, all Goods will be delivered to the Delivery Addresswriting. The Customer must ensure that it or its employees or agents are in attendance Waiting time is charged at the Delivery Address at the agreed time or agreed period to accept Delivery of the Goods and to acknowledge receipt upon the consignment note or invoice accompanying the Goods. The Customer warrants that the person who signs the delivery notice is authorised to receive the Goods on their behalf£80 per hour plus VAT. 9.7 A quantity, description, date and place of Delivery, as indicated on OAs invoice or dispatch note, shall (l) Provisional loads must be referenced as evidence of quantity, description, date and place of Delivery of confirmed by 12pm the Goodsday (Working day) before delivery. Failure to do so may result in your load being cancelled. 9.8 If the Customer fails to take Delivery (m) Proof of the Goods on the specified date, and the Order delivery is returned to OA, a second delivery charge may be imposed. 9.9 OA may arrange for the storage and carriage of Goods by couriers, contractors or sub-contractors. Notwithstanding any specific instructions given by the Customer as to the mode of carriage of Goods, and taken in the exercise following ways: (i) Signed tickets by a person or the driver on site (ii) Vehicle GPS data where a signature is not available (iii) A photograph of its absolute discretion, OA may have Goods carried or forwarded by any method which it deems fit. 9.10 Unless otherwise agreed in writing by OA, the cost of freight of Goods from the OA warehouse shall be paid for by the Customer. 9.11 Unless otherwise specified in a Quote, Goods shall be packed in OA standard packing. The cost of any special packing and packing materials required by the Customer shall be at the Customer’s expense. 9.12 A fixed $21.50 surcharge will be payable goods on the shipment of any dangerous Goods within an Order or such other surcharge amount as OA may in it's absolute discretion determine is applicable to the Order as specified in the Order Confirmation. 9.13 A fixed surcharge will be payable for any special and/or custom Orders which alters the original products by slitting, cutting or any other alteration of the product as specified in the Order Confirmation. 9.14 Once the Goods are altered, no returns or cancellations will be accepted unless the Goods are deemed to be defective. 9.15 Where Orders are freighted on a pallet provided by OA, OA may apply a fixed pallet charge to this order based on the size of pallet required as specified in the Order Confirmation. Due to the dimensions and weight of pallet orders, OA may be required to have Goods carried by any method which it deems fit.site (including GPS coordinates)

Appears in 1 contract

Sources: Terms and Conditions

Delivery. 9.1 Any Delivery Times 5.1 In accordance with Clause 3.4, unless otherwise agreed in writing, all prices for goods are quoted by OA for as kerbside delivery and exclusive of VAT. If the Delivery of Goods are estimates only. OA will use reasonable endeavours Company agrees to deliver the Goods goods otherwise than this then the Buyer shall pay all packaging, transportation and insurance costs and other charges incurred by the Company in making or arranging such delivery unless the Company has specifically agreed in writing to arrange transport for the Delivery Address on or before goods elsewhere in which case delivery shall occur when the Delivery goods arrive at the designated place of delivery. 5.2 Time specified for delivery and completion of the services is given as accurately as possible but is not guaranteed. Unless otherwise stated the time for delivery shall be the date stated in the OrderBuyer's order, or the Order Form, or the issue of the Company's acknowledgement of the Buyer's order (whichever is the later). OA The Buyer shall not be liable have no right to damages or to cancel the contract for failure for any Claim cause to meet any delivery or Loss completion time stated nor shall the Buyer be entitled to make, or to purport to make, time for delivery of the essence of the contract. 5.3 The date for delivery or completion of the services shall in every case be dependent upon prompt receipt of all necessary information, final instructions or approvals from the Buyer, and in any event, shall be the date of dispatch of the goods from the Company's premises or commencement of the services stated in the quotation. 5.4 Failure by the Customer Buyer to take delivery of any one or any third party for a delay, inability more instalments of goods delivered or failure to effect a Delivery by services partially performed in accordance with the Delivery Time or at all. Any delay, inability or a failure by OA to effect a Delivery contract shall entitle but not entitle require the Customer Company to treat this Agreement the contract as repudiated by OAthe Buyer either in whole or in part. 9.2 OA may notify the Customer of a new Delivery Time in the circumstances. 9.3 OA reserves the right 5.5 The Company will endeavour to cancel an Order Confirmation at any time before or following the Delivery Time. OA shall not be liable for any Claim or Loss whatsoever arising from such cancellation. Provided the Customer is not at fault for the cancellation, OA will refund any deposit or monies paid comply with reasonable requests by the Customer in relation to any invoice/s issued by OA in respect Buyer for postponement of delivery of the Order. 9.4 Any term relating goods or completion of the services but shall be under no obligation to do so. Where delivery or completion is postponed, otherwise than due to default by the Company then, without prejudice to all other rights and remedies available to the quantity of Goods is not Company, the Buyer shall pay all costs and expenses, including a fundamental term (or the essence) of this Agreement. OA reserves the right to make partial deliveries against an Order and to invoice each partial Delivery separately and the Customer cannot reject Goods on the basis of a partial Delivery. 9.5 Where Goods remain in the possession of OA after the Delivery Time (including where the Customer fails reasonable charge for whatever reason to take Delivery of the Goods), OA is entitled to charge the Customer for all Claims or Losses occasioned by the Customer in not accepting Delivery, together with any Claims or Losses in respect of the carriage, care and custody of the Goods. 9.6 Unless otherwise agreed in writing by OA, all Goods will be delivered to the Delivery Address. The Customer must ensure that it or its employees or agents are in attendance at the Delivery Address at the agreed time or agreed period to accept Delivery of the Goods and to acknowledge receipt upon the consignment note or invoice accompanying the Goods. The Customer warrants that the person who signs the delivery notice is authorised to receive the Goods on their behalf. 9.7 A quantity, description, date and place of Delivery, as indicated on OAs invoice or dispatch note, shall be referenced as evidence of quantity, description, date and place of Delivery of the Goods. 9.8 If the Customer fails to take Delivery of the Goods on the specified date, and the Order is returned to OA, a second delivery charge may be imposed. 9.9 OA may arrange for the storage and carriage of Goods by couriers, contractors or sub-contractors. Notwithstanding any specific instructions given by the Customer as to the mode of carriage of Goods, and in the exercise of its absolute discretion, OA may have Goods carried or forwarded by any method which it deems fittransportation so occasioned. 9.10 Unless otherwise agreed in writing by OA, the cost of freight of Goods from the OA warehouse shall be paid for by the Customer. 9.11 Unless otherwise specified in a Quote, Goods shall be packed in OA standard packing. The cost of any special packing and packing materials required by the Customer shall be at the Customer’s expense. 9.12 A fixed $21.50 surcharge will be payable on the shipment of any dangerous Goods within an Order or such other surcharge amount as OA may in it's absolute discretion determine is applicable to the Order as specified in the Order Confirmation. 9.13 A fixed surcharge will be payable for any special and/or custom Orders which alters the original products by slitting, cutting or any other alteration of the product as specified in the Order Confirmation. 9.14 Once the Goods are altered, no returns or cancellations will be accepted unless the Goods are deemed to be defective. 9.15 Where Orders are freighted on a pallet provided by OA, OA may apply a fixed pallet charge to this order based on the size of pallet required as specified in the Order Confirmation. Due to the dimensions and weight of pallet orders, OA may be required to have Goods carried by any method which it deems fit.

Appears in 1 contract

Sources: Customer Agreement

Delivery. 9.1 Any Delivery Times quoted by OA for the Delivery of Goods are estimates only. OA will use reasonable endeavours to deliver the Goods to the Delivery Address on or before the Delivery Time specified in the Order. OA shall not be liable for any Claim or Loss by the Customer or any third party for a delay, inability or failure to effect a Delivery by the Delivery Time or at all. Any delay, inability or a failure by OA to effect a Delivery shall not entitle the Customer to treat this Agreement as repudiated by OA. 9.2 OA may notify the Customer of a new Delivery Time in the circumstances. 9.3 OA reserves the right to cancel an Order Confirmation at any time before or following the Delivery Time. OA shall not be liable for any Claim or Loss whatsoever arising from such cancellation. Provided the Customer is not at fault for the cancellation, OA will refund any deposit or monies paid by the Customer in relation to any invoice/s issued by OA in respect of the Order. 9.4 Any term relating to the quantity of Goods is not a fundamental term (or the essence) of this Agreement. OA reserves the right to make partial deliveries against an Order and to invoice each partial Delivery separately and the Customer cannot reject Goods on the basis of a partial Delivery. 9.5 Where Goods remain in the possession of OA after the Delivery Time (including where the Customer fails for whatever reason to take Delivery of the Goods), OA is entitled to charge the Customer for all Claims or Losses occasioned by the Customer in not accepting Delivery, together with any Claims or Losses in respect of the carriage, care and custody of the Goods. 9.6 7.1 Unless otherwise agreed in writing by OAagreed, all Goods will goods shall be delivered to the customer, at the supplier’s premises. 7.2 The customer shall be responsible for procuring and arranging the transportation of the goods from the supplier’s premises to any destination required by the customer. 7.3 Delivery Address. The Customer must ensure that it shall be completed when the goods are handed to the customer or its employees or agents are in attendance agent at the Delivery Address supplier’s premises and before loading commences. 7.4 After completion of delivery, the supplier shall not be responsible for the arrival of the goods at their destination or for any loss or damage to the goods from any cause whatsoever, while in transit. 7.5 Should the supplier at the agreed time or agreed period customer’s request agree to accept Delivery engage a carrier to transport the goods for the customer then:- 7.5.1 the supplier is authorized to engage a carrier on such terms and conditions as it deems fit; 7.5.2 the customer shall indemnify the supplier against all demands and claims, which may be made against it by the carrier so engaged and all liability, which the supplier may incur, to the carrier arising out of the Goods and to acknowledge receipt upon transportation of the consignment note or invoice accompanying the Goods. The Customer warrants that the person who signs the delivery notice is authorised to receive the Goods on their behalfgoods. 9.7 A quantity, description, date and place of Delivery, as indicated on OAs invoice or dispatch note, 7.6 The risk in the goods ordered by the customer shall be referenced as evidence of quantity, description, date and place of Delivery of pass to the Goodscustomer upon delivery. 9.8 7.7 If the Customer customer fails to take Delivery delivery of the Goods goods when delivery falls due, the supplier shall be considered to have tendered and the customer to have refused to accept delivery. In this event, the costs of storing the goods shall be for the customer’s account and shall be paid by the customer to the supplier on demand and the risk in the goods shall pass to the customer (if for any reason it has not yet passed to the customer). 7.8 The supplier does not guarantee timeous delivery for the supply of the goods on any specified date, but will endeavour to give delivery on the date stated in the contract. 7.9 Notwithstanding any other provision in the contract to the contrary, the supplier’s obligation to deliver the goods shall in all cases be subject to the following conditions precedent:- 7.9.1 The availability to the supplier of all materials and supplies required for the manufacture of the goods or their components, where the goods or components in question are being manufactured by the supplier; 7.9.2 The timeous receipt by the supplier from its own suppliers of the goods or their components, where the goods or components in question are being purchased by the supplier; 7.10 Time shall not be of the essence of the contract and the Order is returned delivery dates shall be treated as approximate only and the supplier does not guarantee the supply of the goods on any specified date. Under no circumstances shall the customer be entitled to OA, a second withdraw from or terminate the contract on account of any delay in delivery charge may be imposedor have any claim of any nature whatsoever against the supplier arising from late delivery. 9.9 OA may arrange for 7.11 The customer shall sign the storage and carriage supplier’s delivery note in respect of Goods by courierseach delivery made unless the customer disputes that the goods delivered do not accord with the quantity, contractors or sub-contractors. Notwithstanding specification reflected thereon or does not accord with the order. 7.12 The supplier’s delivery note, waybill or the debit note of any specific instructions given authorized carrier signed by the Customer as to customer or an employee or agent of the mode of carriage of Goods, and in the exercise of its absolute discretion, OA may have Goods carried or forwarded by any method which it deems fit. 9.10 Unless otherwise agreed in writing by OA, the cost of freight of Goods from the OA warehouse customer shall be paid for by prima facie proof on its mere production that the Customer. 9.11 Unless otherwise specified in a Quote, Goods shall be packed in OA standard packinggoods delivered the reunder accorded with the quantity reflected thereon and with that ordered. The cost of any special packing and packing materials required by the Customer onus shall then be at the Customer’s expense. 9.12 A fixed $21.50 surcharge will be payable on the shipment of any dangerous Goods within an Order or such other surcharge amount as OA may in it's absolute discretion determine is applicable customer to prove the Order as specified in the Order Confirmationcontrary. 9.13 A fixed surcharge will be payable for any special and/or custom Orders which alters the original products by slitting, cutting or any other alteration of the product as specified in the Order Confirmation. 9.14 Once the Goods are altered, no returns or cancellations will be accepted unless the Goods are deemed to be defective. 9.15 Where Orders are freighted on a pallet provided by OA, OA may apply a fixed pallet charge to this order based on the size of pallet required as specified in the Order Confirmation. Due to the dimensions and weight of pallet orders, OA may be required to have Goods carried by any method which it deems fit.

Appears in 1 contract

Sources: Standard Terms and Conditions of Sales

Delivery. 9.1 Any Delivery Times quoted by OA for The obligations of Seller to provide Goods or Services in conformity with the Delivery delivery dates, specifications, quantities and any other terms specified on the face of this document or set forth or referred to herein is of the essence of this Contract. Seller shall properly pack, protect, label, mark and ship the Goods are estimates onlyin accordance with the requirements and instructions of Buyer. OA will use reasonable endeavours If, under the terms of this Contract, Seller is to secure or arrange the transportation, Seller shall deliver the Goods on first class transportation vehicle owned and/or operated by carrier(s) of financial standing and of a type normally used for the transport of goods of the same type as the Goods. If Seller is obligated to procure and maintain insurance coverage with carriers under this Contract, it shall, at its sole expense, obtain and maintain insurance as agreed in this Contract and furnish to Buyer with the certified copies of all insurance policies or other evidence showing compliance with those insurance requirements within five (5) days of Buyer's request. Immediately after the completion of the loading of the Goods, Seller shall provide Buyer with the original bill of lading or other carrier receipt for each shipment or delivery in accordance with the Buyer's instruction and with a written notice of shipment or delivery, showing the number of this Contract, the name of the transportation vehicle, the port of shipment or destination of delivery, a description of the Goods and packing, the quantity loaded, the invoice amount and other essential particulars. Where quantities and/or delivery schedules are not specified, Seller shall deliver the Goods in such quantities and times as Buyer may direct in subsequent releases. Title to the Delivery Address Goods shall pass to Buyer at the time of delivery; provided, however, that if the Buyer is required to make one or more payments to Seller prior to delivery, title to the Goods shall pass to Buyer on payment of the first installment by ▇▇▇▇▇. Buyer reserves the right, upon written notice to Seller at any time, (a) to terminate this Contract or before cancel the Delivery Time purchase order therefor, in whole or in part, for Buyer's convenience and/or (b) to make changes in any or all of the following: (i) specifications, descriptions, samples, drawings, and other data furnished or designated by Buyer to Seller (collectively "Specifications") with respect to the manufacture, procurement or supply of any Goods or performance of any Services; (ii) method of shipment or packing of any Goods or performance of any Services; (Si) place of delivery of any Goods or performance of any Services. If delivery of Goods or performance of Services is not made in whole or in part within the time specified in this Contract or, if no time is so specified, within a reasonable time after the Order. OA shall not be liable for any Claim or Loss by the Customer or any third party for a delaydate of this Contract, inability or failure to effect a Delivery by the Delivery Time or at all. Any delay, inability or a failure by OA to effect a Delivery shall not entitle the Customer to treat this Agreement as repudiated by OA. 9.2 OA may notify the Customer of a new Delivery Time in the circumstances. 9.3 OA Buyer reserves the right to cancel an Order Confirmation at reject such Goods and/or Services, without prejudice and in addition to any time before or following the Delivery Timeother rights and remedies that Buyer may have. OA Any provisions for delivery of Goods by installments shall not be liable for any Claim or Loss whatsoever arising from such cancellation. Provided construed as making the Customer is not at fault for the cancellation, OA will refund any deposit or monies paid by the Customer in relation to any invoice/s issued by OA in respect obligations of the OrderSeller severable. 9.4 Any term relating to the quantity of Goods is not a fundamental term (or the essence) of this Agreement. OA reserves the right to make partial deliveries against an Order and to invoice each partial Delivery separately and the Customer cannot reject Goods on the basis of a partial Delivery. 9.5 Where Goods remain in the possession of OA after the Delivery Time (including where the Customer fails for whatever reason to take Delivery of the Goods), OA is entitled to charge the Customer for all Claims or Losses occasioned by the Customer in not accepting Delivery, together with any Claims or Losses in respect of the carriage, care and custody of the Goods. 9.6 Unless otherwise agreed in writing by OA, all Goods will be delivered to the Delivery Address. The Customer must ensure that it or its employees or agents are in attendance at the Delivery Address at the agreed time or agreed period to accept Delivery of the Goods and to acknowledge receipt upon the consignment note or invoice accompanying the Goods. The Customer warrants that the person who signs the delivery notice is authorised to receive the Goods on their behalf. 9.7 A quantity, description, date and place of Delivery, as indicated on OAs invoice or dispatch note, shall be referenced as evidence of quantity, description, date and place of Delivery of the Goods. 9.8 If the Customer fails to take Delivery of the Goods on the specified date, and the Order is returned to OA, a second delivery charge may be imposed. 9.9 OA may arrange for the storage and carriage of Goods by couriers, contractors or sub-contractors. Notwithstanding any specific instructions given by the Customer as to the mode of carriage of Goods, and in the exercise of its absolute discretion, OA may have Goods carried or forwarded by any method which it deems fit. 9.10 Unless otherwise agreed in writing by OA, the cost of freight of Goods from the OA warehouse shall be paid for by the Customer. 9.11 Unless otherwise specified in a Quote, Goods shall be packed in OA standard packing. The cost of any special packing and packing materials required by the Customer shall be at the Customer’s expense. 9.12 A fixed $21.50 surcharge will be payable on the shipment of any dangerous Goods within an Order or such other surcharge amount as OA may in it's absolute discretion determine is applicable to the Order as specified in the Order Confirmation. 9.13 A fixed surcharge will be payable for any special and/or custom Orders which alters the original products by slitting, cutting or any other alteration of the product as specified in the Order Confirmation. 9.14 Once the Goods are altered, no returns or cancellations will be accepted unless the Goods are deemed to be defective. 9.15 Where Orders are freighted on a pallet provided by OA, OA may apply a fixed pallet charge to this order based on the size of pallet required as specified in the Order Confirmation. Due to the dimensions and weight of pallet orders, OA may be required to have Goods carried by any method which it deems fit.

Appears in 1 contract

Sources: Purchase Contract

Delivery. 9.1 Any Delivery Times quoted by OA for the Delivery of Goods are estimates only. OA will use reasonable endeavours to deliver the Goods to the Delivery Address on or before the Delivery Time specified in the Order. OA shall not be liable for any Claim or Loss by the Customer or any third party for a delay, inability or failure to effect a Delivery by the Delivery Time or at all. Any delay, inability or a failure by OA to effect a Delivery shall not entitle the Customer to treat this Agreement as repudiated by OA. 9.2 OA may notify the Customer of a new Delivery Time in the circumstances. 9.3 OA reserves the right to cancel an Order Confirmation at any time before or following the Delivery Time. OA shall not be liable for any Claim or Loss whatsoever arising from such cancellation. Provided the Customer is not at fault for the cancellation, OA will refund any deposit or monies paid by the Customer in relation to any invoice/s issued by OA in respect of the Order. 9.4 Any term relating to the quantity of Goods is not a fundamental term (or the essence) of this Agreement. OA reserves the right to make partial deliveries against an Order and to invoice each partial Delivery separately and the Customer cannot reject Goods on the basis of a partial Delivery. 9.5 Where Goods remain in the possession of OA after the Delivery Time (including where the Customer fails for whatever reason to take Delivery of the Goods), OA is entitled to charge the Customer for all Claims or Losses occasioned by the Customer in not accepting Delivery, together with any Claims or Losses in respect of the carriage, care and custody of the Goods. 9.6 Unless otherwise agreed in writing by OA, all Goods will be delivered to the Delivery Address. The Customer must ensure that it or its employees or agents are in attendance at the Delivery Address at the agreed time or agreed period to accept Delivery of the Goods and to acknowledge receipt upon the consignment note or invoice accompanying the Goods. The Customer warrants that the person who signs the delivery notice is authorised to receive the Goods on their behalf. 9.7 A quantity, description, date and place of Delivery, as indicated on OAs invoice or dispatch note, shall be referenced as evidence of quantity, description, date and place of Delivery of the Goods. 9.8 If the Customer fails to take Delivery of the Goods on the specified date, and the Order is returned to OA, a second delivery charge may be imposed. 9.9 OA may arrange for the storage and carriage of Goods by couriers, contractors or sub-contractors. Notwithstanding any specific instructions given by the Customer as to the mode of carriage of Goods, and in the exercise of its absolute discretion, OA may have Goods carried or forwarded by any method which it deems fit. 9.10 Unless otherwise agreed in writing by OA, the cost of freight of Goods from the OA warehouse shall be paid for by the Customer. 9.11 7.1 Unless otherwise specified in a Quotethe Schedule hereto, Goods the Product shall be packed Delivered to the Buyer in OA standard packingbulk FOB at the Delivery Point, onto Vessel(s) to be provided by the Buyer. 7.2 Notwithstanding the Seller’s right to retain the shipping documents until payment, Delivery shall be complete when the Product has passed the flange connection between the delivery hose and the permanent hose connection of the Vessel at the Delivery Point (“Delivery), upon which ownership and risk shall pass from the Seller to the Buyer as contemplated in clause 9.1 below. 7.3 Buyer shall not return the Product to Seller for any reason whatsoever unless the Parties have agreed in writing to such return and the conditions thereof. 7.4 Notwithstanding anything elsewhere in the Agreement to the contrary, save where the failure to accept or take delivery is caused by the wilful misconduct or negligence of the Seller, if the Buyer fails to accept or take delivery of any quantity of the Product made available for Delivery at the Delivery Point, or the Seller is unable to deliver the Product on time because the Buyer has not provided appropriate instructions, documents, licences or authorisations, then: 7.4.1 without prejudice to any other rights or remedies which Seller may have in law against Buyer, Seller may, at its sole and irrevocable option, either: i) store the undelivered quantity of the Product until Delivery, whereupon Buyer will be liable for all related costs and expenses (including without limitation storage and insurance) or ii) Seller shall dispose freely of, and may sell or otherwise dispose of, such undelivered quantity of the Product at its sole and absolute discretion. The cost provisions of any special packing and packing materials required this sub-clause 7.4.1 shall apply whether Buyer is to receive one, or more than one, Shipment hereunder; and 7.4.2 Buyer may not suspend payment for the Product. 7.5 Subject to the limitation of liability provision in clause 15, loss of, or damage to, the Product occurring, during or after the loading operations, which is caused by the Customer Vessel, the Vessel’s owner, or the Buyer or any of their respective contractors, agents or employees, shall be at for the Customer’s expenseaccount of the Buyer. 9.12 A fixed $21.50 surcharge will be payable 7.6 Each Party shall maintain documentary records of all Deliveries, on the shipment of any dangerous Goods within an Order or such other surcharge amount as OA may basis provided for in it's absolute discretion determine is applicable to the Order as specified this Agreement and otherwise in accordance with reasonable best practice in the Order ConfirmationProduct supply industry. 9.13 A fixed surcharge will be payable for any special and/or custom Orders which alters the original products by slitting, cutting or any other alteration of the product as specified in the Order Confirmation. 9.14 Once the Goods are altered, no returns or cancellations will be accepted unless the Goods are deemed to be defective. 9.15 Where Orders are freighted on a pallet provided by OA, OA may apply a fixed pallet charge to this order based on the size of pallet required as specified in the Order Confirmation. Due to the dimensions and weight of pallet orders, OA may be required to have Goods carried by any method which it deems fit.

Appears in 1 contract

Sources: Bulk Oil Supply Agreement

Delivery. 9.1 Any Delivery Times quoted (a) All deliveries of Products will be made to the -------- FOB point. The Owner will specify the desired method of shipping. Unless otherwise agreed in writing, the Owner will pay for all shipping, freight, insurance and other similar charges incurred in connection with such deliveries. In the absence of written shipping instructions from the Owner, the Vendor will select the carrier and insurance company at the Owner's expense, taking into account the charges levied by OA for the Delivery carriers and insurance companies under consideration, and will ship Products utilizing ground transportation; provided that, in the absence of Goods are estimates only. OA prior shipping -------- ---- instructions, the Vendor will use reasonable endeavours efforts to deliver contact the Goods Owner to request such shipping instructions prior to making any such selections. (b) The Owner will inspect and either accept or reject all Products in whole or in part within ten (10) Business Days after the date of receipt at the delivery location applicable to such Products pursuant to the Delivery Address on or before the Delivery Time specified in the Order. OA shall not be liable for any Claim or Loss by the Customer or any third party for a delay, inability or failure to effect a Delivery by the Delivery Time or at all. Any delay, inability or a failure by OA to effect a Delivery shall not entitle the Customer to treat this Agreement as repudiated by OA. 9.2 OA may notify the Customer of a new Delivery Time in the circumstances. 9.3 OA reserves the right to cancel an Order Confirmation at any time before or following the Delivery Time. OA shall not be liable for any Claim or Loss whatsoever arising from such cancellation. Provided the Customer is not at fault for the cancellation, OA will refund any deposit or monies paid by the Customer in relation to any invoice/s issued by OA in respect of the Order. 9.4 Any term relating to the quantity of Goods is not a fundamental term (or the essence) terms of this Agreement. OA reserves If the right Owner fails to make partial deliveries against an Order reject any Product delivered within such period, the Owner shall be deemed to have accepted such Product; provided, -------- however, that any such acceptance will in no event limit, modify, waive or - - ------- otherwise restrict the Owner's rights under the terms, including without limitation the warranty provisions, of this Agreement. (c) The Owner may request that the Vendor provide more extensive logistical and distribution capabilities to invoice each partial Delivery separately and the Customer cannot reject Goods Owner, which capabilities the Vendor will use its reasonable commercial efforts to provide. If the Vendor agrees to provide such services, there may be, depending on the basis level and scope of such services, additional charges to the Owner on a partial Delivery. 9.5 Where Goods remain in the possession of OA after the Delivery Time (including where the Customer fails for whatever reason to take Delivery of the Goods), OA is entitled to charge the Customer for all Claims or Losses occasioned per Product basis. Any such charges will be mutually agreed upon by the Customer Parties during negotiations between the Parties on the provision of any such additional logistical and distribution services beyond those outlined in not accepting Deliverythis subsection 3.5; provided that, together with in determining any Claims or Losses in respect of such charges, the carriage, care and custody of the Goods. 9.6 Unless otherwise agreed in writing by OA, all Goods Owner will be delivered - - -------- ---- deemed the Vendor's most important and favored Customer and will receive such services at prices, on payment terms and subject to all other contract terms on terms no less favorable to the Delivery Address. The Owner than those offered or available to any other Customer must ensure that it or its employees or agents are in attendance at the Delivery Address at the agreed time or agreed period subject to accept Delivery of the Goods and to acknowledge receipt upon the consignment note or invoice accompanying the Goods. The Customer warrants that the person who signs the delivery notice is authorised to receive the Goods on their behalf. 9.7 A quantity, description, date and place of Delivery, as indicated on OAs invoice or dispatch note, shall be referenced as evidence of quantity, description, date and place of Delivery of the Goods. 9.8 If the Customer fails to take Delivery of the Goods on the specified date, and the Order is returned to OA, a second delivery charge may be imposed. 9.9 OA may arrange for the storage and carriage of Goods by couriers, contractors or sub-contractors. Notwithstanding any specific instructions given by the Customer as to the mode of carriage of Goods, and in accordance with the exercise terms of its absolute discretion, OA may have Goods carried or forwarded by any method which it deems fitsubsection 3.3. 9.10 Unless otherwise agreed in writing by OA, the cost of freight of Goods from the OA warehouse shall be paid for by the Customer. 9.11 Unless otherwise specified in a Quote, Goods shall be packed in OA standard packing. The cost of any special packing and packing materials required by the Customer shall be at the Customer’s expense. 9.12 A fixed $21.50 surcharge will be payable on the shipment of any dangerous Goods within an Order or such other surcharge amount as OA may in it's absolute discretion determine is applicable to the Order as specified in the Order Confirmation. 9.13 A fixed surcharge will be payable for any special and/or custom Orders which alters the original products by slitting, cutting or any other alteration of the product as specified in the Order Confirmation. 9.14 Once the Goods are altered, no returns or cancellations will be accepted unless the Goods are deemed to be defective. 9.15 Where Orders are freighted on a pallet provided by OA, OA may apply a fixed pallet charge to this order based on the size of pallet required as specified in the Order Confirmation. Due to the dimensions and weight of pallet orders, OA may be required to have Goods carried by any method which it deems fit.

Appears in 1 contract

Sources: Purchase and Supply Agreement (Sprint Spectrum Finance Corp)

Delivery. 9.1 Any 5.4.1 The Supplier shall Deliver the Goods and provide the Services in accordance with the Implementation Plan and Milestones. 5.4.2 Unless otherwise agreed, time of Delivery Times quoted by OA in relation to commencement and/or supply of the Goods and Services shall be of the essence and if the Supplier fails to deliver or supply the Goods and Services (as appropriate) within the time specified in accordance with Clause 5.1.1 and paragraph 5.1 of the Order Form, the Customer may release itself from any obligation to accept and pay for the Goods and/or Services and/or terminate the Contract, in either case without prejudice to any other rights and remedies of the Customer whether under this Contract or in Law. 5.4.3 Except where otherwise provided in the Contract, the Delivery of the Goods, the performance of the shall be provided by the Staff or the Sub-Contractors at such place or places as set out in paragraph 2.5 of the Order Form. 5.4.4 On dispatch of any consignment of the Goods the Supplier shall send the Customer an advice note specifying the means of transport, the place and date of dispatch, the number of packages, their weight and volume. 5.4.5 Where the Goods are estimates only. OA will use reasonable endeavours to deliver Delivered by the Supplier, the point of Delivery shall be when the Goods are removed from the transporting vehicle at the Premises. Where the Goods are collected by the Customer, the point of Delivery shall be when the Goods are loaded on the Customer's vehicle. 5.4.6 Except where otherwise provided in the Contract, delivery shall include the unloading and stacking of the Goods and/or any Installation Works by the Staff or the Supplier's suppliers or carriers at such place as the Customer or a person duly authorised by the Customer shall reasonably direct. 5.4.7 Without prejudice to the Delivery Address on or before provisions of Clause 5.4.2, in the Delivery Time event that not all of the Goods and Services are Delivered by the relevant Milestone Dates specified in the Order. OA shall not be liable for any Claim or Loss by Implementation Plan ("Undelivered Goods and Services") then the Customer or any third party for a delayat its discretion: 5.4.7.1 may, inability or failure to effect a Delivery by the Delivery Time or at all. Any delay, inability or a failure by OA to effect a Delivery shall not entitle (provided that the Customer to treat this Agreement as repudiated by OA. 9.2 OA may notify the Customer of a new Delivery Time has been advised in the circumstances. 9.3 OA reserves the right to cancel an Order Confirmation at any time before or following the Delivery Time. OA shall not be liable for any Claim or Loss whatsoever arising from such cancellation. Provided the Customer is not at fault for the cancellation, OA will refund any deposit or monies paid by the Customer in relation to any invoice/s issued by OA in respect writing of the Order. 9.4 Any term relating to the quantity of Goods is not a fundamental term (or the essence) of this Agreement. OA reserves the right to make partial deliveries against an Order and to invoice each partial Delivery separately and the Customer cannot reject Goods on the basis of a partial Delivery. 9.5 Where Goods remain in the possession of OA after the Delivery Time (including where the Customer fails for whatever reason to take Delivery dispatch of the Goods), OA is entitled to charge the Customer for all Claims or Losses occasioned by the Customer in not accepting Delivery, together with any Claims or Losses in respect within ten (10) Working Days of the carriage, care and custody of the Goods. 9.6 Unless otherwise agreed in writing by OA, all Goods will be delivered to the Delivery Address. The Customer must ensure that it or its employees or agents are in attendance at the Delivery Address at the agreed time or agreed period to accept Delivery of the Goods and to acknowledge receipt upon the consignment note or invoice accompanying the Goods. The Customer warrants that the person who signs the delivery notice is authorised to receive the Goods on their behalf. 9.7 A quantity, description, notified date and place of Delivery, as indicated on OAs invoice or dispatch note, shall be referenced as evidence of quantity, description, date and place of Delivery of give notice to the Goods. 9.8 If the Customer fails to take Delivery of Supplier that the Goods on have not been Delivered and may notify the Supplier that the Supplier should Deliver free of charge substitute Goods within the timescales specified date, and the Order is returned to OA, a second delivery charge may be imposed. 9.9 OA may arrange for the storage and carriage of Goods by couriers, contractors or sub-contractors. Notwithstanding any specific instructions given by the Customer as to the mode of carriage of Goods, and in the exercise of its absolute discretion, OA may have Goods carried or forwarded by any method which it deems fit. 9.10 Unless otherwise agreed in writing by OA, the cost of freight of Goods from the OA warehouse shall be paid for by the Customer. 9.11 Unless otherwise specified in a Quote, Goods shall ; and/orshall be packed in OA standard packing. The cost entitled to withhold payment of any special packing and packing materials required by the Customer shall be at the Customer’s expense. 9.12 A fixed $21.50 surcharge will be payable on the shipment of any dangerous Goods within an Order or such other surcharge amount as OA may in it's absolute discretion determine is applicable to the Order as specified in the Order Confirmation. 9.13 A fixed surcharge will be payable Contract Charges for any special Goods and/or custom Orders which alters Services that were not Delivered in accordance with the original products by slitting, cutting or any other alteration of corresponding Milestone Date until such time as the product as specified in the Order Confirmation. 9.14 Once the Undelivered Goods and Services are altered, no returns or cancellations will be accepted unless the Goods are deemed to be defective. 9.15 Where Orders are freighted on a pallet provided by OA, OA may apply a fixed pallet charge to this order based on the size of pallet required as specified in the Order Confirmation. Due to the dimensions and weight of pallet orders, OA may be required to have Goods carried by any method which it deems fit.Delivered;

Appears in 1 contract

Sources: Call Off Contract

Delivery. 9.1 Any Delivery Times quoted by OA for 6.1 The Goods shall be delivered to and the Delivery of Goods are estimates only. OA will use reasonable endeavours to deliver the Goods to Services shall be performed at the Delivery Address on the date or before within the Delivery Time specified period stated in the Order. OA shall not be liable for any Claim or Loss by , in either case during the Customer or any third party for a delay, inability or failure to effect a Delivery by the Delivery Time or at all. Any delay, inability or a failure by OA to effect a Delivery shall not entitle the Customer to treat this Agreement as repudiated by OABuyer's usual business hours. 9.2 OA may notify 6.2 Where the Customer date of a new Delivery Time in delivery of the circumstances. 9.3 OA reserves Goods or of performances of the right Services is to cancel an Order Confirmation at any time before or following be specified after the Delivery Time. OA shall not be liable for any Claim or Loss whatsoever arising from such cancellation. Provided the Customer is not at fault for the cancellation, OA will refund any deposit or monies paid by the Customer in relation to any invoice/s issued by OA in respect placing of the Order, the Seller shall give the Buyer reasonable notice of the specified date. 9.4 Any term relating to the quantity 6.3 The time of Goods is not a fundamental term (or the essence) of this Agreement. OA reserves the right to make partial deliveries against an Order and to invoice each partial Delivery separately and the Customer cannot reject Goods on the basis of a partial Delivery. 9.5 Where Goods remain in the possession of OA after the Delivery Time (including where the Customer fails for whatever reason to take Delivery of the Goods), OA is entitled to charge the Customer for all Claims or Losses occasioned by the Customer in not accepting Delivery, together with any Claims or Losses in respect of the carriage, care and custody of the Goods. 9.6 Unless otherwise agreed in writing by OA, all Goods will be delivered to the Delivery Address. The Customer must ensure that it or its employees or agents are in attendance at the Delivery Address at the agreed time or agreed period to accept Delivery delivery of the Goods and to acknowledge receipt upon of performance of the consignment note or invoice accompanying Services is of the Goods. The Customer warrants that essence of the person who signs the delivery notice is authorised to receive the Goods on their behalfContract. 9.7 6.4 A quantity, description, date and place of Delivery, as indicated on OAs invoice or dispatch note, shall be referenced as evidence of quantity, description, date and place of Delivery packing note quoting the number of the Goods. 9.8 If the Customer fails to take Delivery Order must accompany each delivery or consignment of the Goods on the specified date, and the Order is returned to OA, a second delivery charge may must be imposeddisplayed prominently. 9.9 OA may arrange for the storage and carriage of Goods by couriers, contractors or sub-contractors. Notwithstanding any specific instructions given by the Customer as to the mode of carriage of Goods, and in the exercise of its absolute discretion, OA may have Goods carried or forwarded by any method which it deems fit. 9.10 Unless otherwise agreed in writing by OA, the cost of freight of Goods from the OA warehouse shall be paid for by the Customer. 9.11 Unless otherwise specified in a Quote, Goods shall be packed in OA standard packing. The cost of any special packing and packing materials required by the Customer shall be at the Customer’s expense. 9.12 A fixed $21.50 surcharge will be payable on the shipment of any dangerous Goods within an Order or such other surcharge amount as OA may in it's absolute discretion determine is applicable to the Order as specified in the Order Confirmation. 9.13 A fixed surcharge will be payable for any special and/or custom Orders which alters the original products by slitting, cutting or any other alteration of the product as specified in the Order Confirmation. 9.14 Once 6.5 If the Goods are alteredto be delivered or the Services are to be performed by instalments, no returns or cancellations the Contract will be treated as a single contract and not severable. 6.6 The Buyer shall be entitled to reject any Goods delivered which are not in accordance with the Contract, and shall not be deemed to have accepted unless any Goods until it has had a reasonable time to inspect them following delivery or, if later, within a reasonable time after any latent defect in the Goods are deemed to be defectivehas become apparent. 9.15 Where Orders are freighted on a pallet provided by OA, OA may apply a fixed pallet charge 6.7 The Seller shall supply the Buyer in good time with any instructions or other information required to this order based on enable the size Buyer to accept delivery of pallet required as specified in the Order Confirmation. Due Goods and performance of the Services. 6.8 If the Seller or the Sellers carrier delivers any goods at the wrong time or to the dimensions wrong place then the Buyer may deduct from the Price any resulting costs of storage or transport. 6.9 The Seller shall forthwith on request by the Buyer, following delivery of the goods, attend at the part of the Buyers premises designated by it and weight shall remove at its own expense and without cost to the Buyer all packaging in which the goods were delivered to the Buyer. 6.10 The Buyer shall have the right, before delivery, to send the Seller an order amendment adding to, deleting or modifying the goods. If the order amendment will cause a change to the price or delivery date, then the Seller must suspend performance of pallet ordersthe contract and notify the Buyer without delay, OA calculating the new price and delivery date at the same level of cost and profitability as the original price. The Seller must allow the Buyer at least 10 working days to consider any new price and delivery date. The order amendment shall take effect when, but only if, an authorised officer of the Buyer accepts in writing the new price and delivery date within the time stipulated by the Buyer. If an authorised officer of the Buyer fails to confirm the order amendment within the time stipulated by the Buyer, then performance of the contract shall immediately resume as though the said order amendment had not been issued (except that the Buyer may be required to have Goods carried by any method which it deems fitstill exercise its right of cancellation).

Appears in 1 contract

Sources: Purchase Agreement

Delivery. 9.1 Any Delivery Times quoted 5.1 The Products shall be delivered and/or Services provided by OA for the Delivery of Goods are estimates only. OA will use reasonable endeavours to deliver Supplier, at the Goods to the Delivery Address on or before the Delivery Time time and place specified in the Order. OA shall not be liable for any Claim or Loss by the Customer or any third party for a delay, inability or failure to effect a Delivery by the Delivery Time Purchase Order or at all. Any delay, inability such other reasonable time or a failure location as otherwise specified by OA Exterion Media in writing from time to effect a Delivery shall not entitle the Customer time prior to treat this Agreement as repudiated by OAdelivery. 9.2 OA may notify the Customer of a new Delivery Time in the circumstances. 9.3 OA reserves the 5.2 Notwithstanding Exterion Media's right to cancel an Order Confirmation at reject Products pursuant to Clause 5.9, the property but not the risk in any time before or following the Delivery Time. OA Products shall not be liable for any Claim or Loss whatsoever arising from such cancellation. Provided the Customer is not at fault for the cancellation, OA will refund any deposit or monies paid by the Customer in relation pass to any invoice/s issued by OA in respect of the Order. 9.4 Any term relating to the quantity of Goods is not a fundamental term (or the essence) of this Agreement. OA reserves the right to make partial deliveries against an Order and to invoice each partial Delivery separately and the Customer cannot reject Goods on the basis of a partial Delivery. 9.5 Where Goods remain in the possession of OA after the Delivery Time (including where the Customer fails for whatever reason to take Delivery of the Goods), OA is entitled to charge the Customer for all Claims or Losses occasioned by the Customer in not accepting Delivery, together with any Claims or Losses in respect of the carriage, care and custody of the Goods. 9.6 Unless otherwise agreed in writing by OA, all Goods will be delivered to the Delivery Address. The Customer must ensure that it or its employees or agents are in attendance Exterion Media at the Delivery Address at the agreed time or agreed period to accept Delivery of the Goods and to acknowledge receipt upon the consignment note or invoice accompanying the Goods. The Customer warrants that the person who signs the delivery notice is authorised to receive the Goods on their behalf. 9.7 A quantity, description, date and place of Deliverydelivery specified in the Purchase Order. Where advance payment is made by Exterion Media, as indicated on OAs invoice the title, but not the risk, in any Products purchased or dispatch note, allocated by the Supplier shall vest in Exterion Media when the payment is made. 5.3 Any Products incorrectly delivered shall be referenced as evidence promptly re-delivered by the Supplier to the correct destination at the Supplier's expense. 5.4 The Supplier must deliver all Products with a detailed, dated, delivery note giving full particulars in writing of quantity, description, the Purchase Order number (if any) and date and the number of packages and contents. If Products are delivered in parts, the note must specify the outstanding balance to be delivered. 5.5 The Supplier shall, at its own expense, promptly repair or replace any Products that are lost or damaged in transit to the place of Delivery delivery specified by Exterion Media. 5.6 If Products are delivered to Exterion Media in excess of the Goods. 9.8 If the Customer fails quantities ordered, Exterion Media is not obliged to take Delivery of the Goods on the specified date, and the Order is returned to OA, a second delivery charge may be imposed. 9.9 OA may arrange pay for the storage excess and carriage of Goods by couriers, contractors or sub-contractors. Notwithstanding any specific instructions given by the Customer as to the mode of carriage of Goods, excess will be and in the exercise of its absolute discretion, OA may have Goods carried or forwarded by any method which it deems fit. 9.10 Unless otherwise agreed in writing by OA, the cost of freight of Goods from the OA warehouse shall be paid for by the Customer. 9.11 Unless otherwise specified in a Quote, Goods shall be packed in OA standard packing. The cost of any special packing and packing materials required by the Customer shall be remain at the CustomerSupplier’s risk and will be returnable at the Supplier’s expense. 9.12 A fixed $21.50 surcharge will 5.7 If a date for supply or delivery of a Product or for the performance of part or all of a Service (including any phases, benchmarks, milestones, etc.) is stated in the Purchase Order or agreed between the parties, then time for delivery of Products and/or completion of the Services by the Supplier shall be payable of the essence and failure to deliver the Products and/or Services in accordance with the provisions of the Purchase Order shall be a breach of the Contract. 5.8 If, in accordance with clause 5.7, time for delivery is of the essence, and the Products or Services are not delivered on the shipment due date then, without prejudice to any other rights of Exterion Media, it may: (a) cancel the Contract in whole or in part; (b) refuse to accept any dangerous Goods within an Order subsequent delivery of the Products or such other surcharge amount as OA may Services which the Supplier attempts to make; (c) recover from the Supplier any expenditure reasonably incurred by Exterion Media in it's absolute discretion determine is applicable obtaining goods or services similar to the Order as specified Products or Services in substitution from another supplier; and (d) claim damages for any additional costs, losses or expenses incurred by Exterion Media which are in any way attributable to the Order ConfirmationSupplier’s failure to deliver the Products or the Services on the due date. 9.13 A fixed surcharge will be payable for any special 5.9 Exterion Media shall have 14 days following delivery of the Products and/or custom Orders Services in which alters to either accept or reject the original products by slitting, cutting Products. Exterion Media shall have the right to reject the Products and/or Services or any other alteration of part thereof if the product as specified Products and/or Services are not supplied in accordance with the Order ConfirmationPurchase Order. Exterion Media may reject the Products or Services at a later date if a latent defect becomes apparent. 9.14 Once the Goods are altered, no returns or cancellations will be accepted unless the Goods are deemed to be defective. 9.15 Where Orders are freighted on a pallet provided by OA, OA may apply a fixed pallet charge to this order based on the size of pallet required as specified in the Order Confirmation. Due to the dimensions and weight of pallet orders, OA may be required to have Goods carried by any method which it deems fit.

Appears in 1 contract

Sources: Terms and Conditions

Delivery. 9.1 Any Delivery Times quoted by OA for the Delivery of Goods are estimates only. OA will use reasonable endeavours 17.1 The Company is authorised to deliver the Goods to the Delivery Address Consignee or its agent at the address nominated to the Company for that purpose and without prejudice to any other method of delivery. 17.2 The Company shall be deemed to have delivered the Goods in accordance with this Agreement if at that address the Company obtains a receipt, signed delivery docket for the Goods or signature on its consignment note from any person at that address. 17.3 If the nominated place of delivery is unattended or before the Delivery Time specified in the Order. OA shall if delivery cannot otherwise be liable for any Claim or Loss effected by the Customer Company, the Company may, at its option, deposit the Goods at that place (which will be conclusively presumed to be due delivery under these Terms), store the Goods or any third party for a delay, inability or failure redeliver the Goods to effect a Delivery by the Delivery Time or at all. Any delay, inability or a failure by OA to effect a Delivery shall not entitle the Customer to treat this Agreement as repudiated by OA. 9.2 OA may notify the Customer of a new Delivery Time in the circumstances. 9.3 OA reserves the right to cancel an Order Confirmation at any time before or following the Delivery Time. OA shall not be liable for any Claim or Loss whatsoever arising from such cancellation. Provided the Customer is not at fault for the cancellation, OA will refund any deposit or monies paid by the Customer in relation to any invoice/s issued by OA in respect of the Order. 9.4 Any term relating to the quantity of Goods is not a fundamental term (or the essence) of this Agreement. OA reserves the right to make partial deliveries against an Order and to invoice each partial Delivery separately and the Customer cannot reject Goods on the basis of a partial Delivery. 9.5 Where Goods remain in the possession of OA after the Delivery Time (including where the Customer fails for whatever reason to take Delivery of the Goods), OA is entitled to charge the Customer for all Claims or Losses occasioned by the Customer in not accepting Delivery, together with any Claims or Losses in respect of the carriage, care and custody of the Goods. 9.6 Unless otherwise agreed in writing by OA, all Goods will be delivered to the Delivery Address. The Customer must ensure that it or its employees or agents are in attendance at the Delivery Address at the agreed time or agreed period to accept Delivery of the Goods and to acknowledge receipt upon the consignment note or invoice accompanying the Goods. The Customer warrants that the person who signs the delivery notice is authorised to receive the Goods on their behalf. 9.7 A quantity, description, date and place of Delivery, as indicated on OAs invoice or dispatch note, shall be referenced as evidence of quantity, description, date and place of Delivery of the Goods. 9.8 If the Customer fails to take Delivery of the Goods on the specified date, and the Order is returned to OA, a second delivery charge may be imposed. 9.9 OA may arrange for the storage and carriage of Goods by couriers, contractors or sub-contractors. Notwithstanding any specific instructions given by the Customer as to the mode of carriage of Goods, and in the exercise of its absolute discretion, OA may have Goods carried or forwarded by any method which it deems fit. 9.10 Unless otherwise agreed in writing by OA, the cost of freight of Goods from the OA warehouse shall be paid for by the Customer. 9.11 Unless otherwise specified in a Quote, Goods shall be packed in OA standard packing. The cost of any special packing and packing materials required by the Customer shall be at the Customer’s expense. 9.12 A fixed $21.50 surcharge 17.4 If the Goods are stored by the Company pursuant to clause 21: (a) the Customer will pay or indemnify the Company for all costs and expenses incurred with respect to such Storage; and (b) the Company may, at any time, deliver the Goods to the Customer at the Customer’s expense. 17.5 The Company may deliver the Goods by separate instalments (in accordance with the agreed delivery schedule). Each separate instalment shall be payable on invoiced and paid for in accordance with the shipment provisions in this Agreement. 17.6 Delivery of the Goods to a third party nominated by the Customer is deemed to be delivery for the purposes of this Agreement. 17.7 It is the Customer’s sole responsibility to address adequately each consignment and to provide written delivery instructions to enable effective delivery. 17.8 Any time specified by the Company for the delivery of Goods is an estimate only and the Company will not be liable for any loss or damage incurred by the Customer as a result of delivery being late. However, both parties agree that they shall make every endeavour to enable the Goods to be delivered at the time and place as was arranged between both parties. In the event that the Company is unable to deliver the Goods as agreed solely due to any action or inaction of the Customer then the Company shall be entitled to charge the Customer any additional costs incurred by the Company as a direct consequence of any dangerous resultant delay or rescheduling of the delivery. 17.9 Any Goods within an Order or such other surcharge amount as OA may delivered in it's absolute discretion determine is applicable to excess of the Order as specified quantity designated in the Order Confirmation. 9.13 A fixed surcharge will be payable for any special and/or custom Orders which alters the original products by slitting, cutting or any other alteration of the product as specified in the Order Confirmation. 9.14 Once the Goods are altered, no returns or cancellations will be accepted unless the Goods are deemed to be defective. 9.15 Where Orders are freighted on a pallet provided by OA, OA may apply a fixed pallet charge to this order based on the size of pallet required as specified in the Order Confirmation. Due to the dimensions and weight of pallet orders, OA may be required to have Goods carried by any method which it deems fitreturned at the Customer’s expense.

Appears in 1 contract

Sources: Standard Terms and Conditions

Delivery. 9.1 Any Delivery Times quoted by OA for the Delivery of the Goods shall be made: to the Customers address; at the Sellers sole discretion, to any address specified by the Customer; or by the Customer collecting Goods at the Seller's premises at the agreed time, Seller must be informed of any delays immediately. The Customer acknowledges that it may be required by the Seller to provide proof address and identification (in the form of photo identification) prior to delivery being made. Any time specified by the Seller for delivery of the Goods are estimates only. OA will use reasonable endeavours intended to be an estimate shall not be made of the essence by notice If for any reason the Customer fails to accept delivery of any of the Goods when they are ready for delivery, or the Seller is unable to deliver the Goods to the Delivery Address Products on or before the Delivery Time specified in the Order. OA shall not be liable for any Claim or Loss by time because the Customer has not provided appropriate instructions, such as address or any third party contact details or there is no one at the property to accept delivery order will be cancelled and Goods will go for resale. If the Seller is requested to re-deliver the Products following a delayfailed delivery in accordance with the above, inability or failure to effect a Delivery by the Delivery Time or at all. Any delay, inability or a failure by OA to effect a Delivery shall not entitle the Customer to treat this Agreement as repudiated by OA. 9.2 OA may notify the Customer of a new Delivery Time in the circumstances. 9.3 OA reserves the right to cancel an Order Confirmation at any time before or following the Delivery Time. OA shall not be liable for any Claim or Loss whatsoever arising from such cancellation. Provided the Customer is not at fault for the cancellation, OA will refund any deposit or monies paid by the Customer in relation to any invoice/s issued by OA in respect of the Order. 9.4 Any term relating to the quantity of Goods is not a fundamental term (or the essence) of this Agreement. OA Seller reserves the right to make partial deliveries against an Order and to invoice each partial Delivery separately and additional charge for such re-delivery. The Goods will become the responsibility of the Customer canfrom the time of full payment and delivery; they will be held at Customer own risk and Seller will not reject be liable for their loss or destruction. We will not deliver to a PO Box address. Seller also reserves the right not to deliver Goods on if ▇▇▇▇▇▇ believes the basis of address is not secure, for example a partial Delivery. 9.5 Where Goods remain in the possession of OA after the Delivery Time (including where the Customer fails for whatever reason communal postal address. We shall have no liability to take Delivery of the Goods), OA is entitled to charge the Customer for all Claims any failure to deliver Goods the Customer have ordered or Losses occasioned any delay in doing so or for any damage or defect to Goods delivered that is caused by any event or circumstance beyond our reasonable control including, without limitation, strikes, lock-outs, terrorism and other industrial disputes, breakdown of systems or network access, flood, fire, explosion or accident. The Seller offers free delivery to Dundee, Edinburgh and Glasgow at the specific days and times only and can be changed by the Seller at any time without a notice. Delivery outside those days and times will be agreed and negotiated with the Seller prior to despatch. For any other address a charge will incur which will be negotiated with the Seller prior to despatch. Access to the destination room: Delivery of large or irregularly shaped furniture can be difficult in some homes. It is Customer responsibility to ensure easy access to the room of Customer's choice. Before placing an order, please measure carefully to ensure that furniture will fit into the room it’s intended for and that it will also fit through any passages, access gates, stairwells, landings and internal doors. Prior to the delivery, please ensure the route is clear and free from obstructions such as pictures and ornaments. Should Customer have any concerns over access, and then please contact the Seller for further instructions. All orders placed by the Customer in are subject to final acceptance by the Seller. The Seller reserves the right not accepting Delivery, together with to accept any Claims or Losses in respect Order request if: The Seller has sufficient stock of the carriage, care and custody goods offered by the Customer; The Seller does not collect from the Customer area; One or more of the Goods. 9.6 Unless otherwise Goods was incorrectly described on the Order Form; Or for any other reason the Seller think this order is not acceptable. The Seller reserve the rights to amend collection Order terms at any time without the prior notice Collection of the Goods shall be made: from the Customers address; at the Sellers sole discretion, from any address specified by the Customer; or by the Customer dropping off Goods at the Seller's premises at the agreed in writing by OAtime, all Goods will Seller must be delivered to the Delivery Addressinformed of any delays immediately. The Customer must ensure acknowledges that it or its employees or agents are may be required by the Seller to provide proof address and identification (in attendance at the Delivery Address at form of photo identification) prior to collection being made. Any time specified by the agreed time or agreed period to accept Delivery Seller for collection of the Goods are intended to be an estimate shall not be made of the essence by notice The Goods will become the responsibility of the Seller from the time of collection. The Seller shall have no liability to the Customer for any failure to collect Goods from The Customer or any delay in doing so caused by any event or circumstance beyond our reasonable control including, without limitation, strikes, lock-outs, terrorism and other industrial disputes, breakdown of systems or network access, flood, fire, explosion or accident. The Seller reserves the rights to acknowledge cancel collection order at any time. Notification regarding non-delivery of the whole or part of the goods must be made within THREE days of receipt upon of goods. All goods are inspected at time of dispatch/delivery. The Seller will not be held accountable for any damage caused after delivery. The Seller always tries to describe Goods condition as accurately as possible, but in the consignment note unlikely event that the goods are found to be either damaged or invoice accompanying defective in any way at the Goodstime of delivery, you have the right to the following options: Reject the goods Contact the Seller immediately to inform and discuss possible options. In order to assess the best course of action to rectify a problem, The Seller might ask you to email an image(s) of the issue. If you have a complaint or a particular remark to make please do not hesitate to contact us immediately by telephone or email, the details of which are contained under the “Contact” page Any complaint will be dealt with fairly, effectively and confidentially. The Customer warrants that the person who signs the delivery notice is authorised to receive the Goods on their behalfstatutory rights as a consumer are unaffected. 9.7 A quantity, description, date and place of Delivery, as indicated on OAs invoice or dispatch note, shall be referenced as evidence of quantity, description, date and place of Delivery of the Goods. 9.8 If the Customer fails to take Delivery of the Goods on the specified date, and the Order is returned to OA, a second delivery charge may be imposed. 9.9 OA may arrange for the storage and carriage of Goods by couriers, contractors or sub-contractors. Notwithstanding any specific instructions given by the Customer as to the mode of carriage of Goods, and in the exercise of its absolute discretion, OA may have Goods carried or forwarded by any method which it deems fit. 9.10 Unless otherwise agreed in writing by OA, the cost of freight of Goods from the OA warehouse shall be paid for by the Customer. 9.11 Unless otherwise specified in a Quote, Goods shall be packed in OA standard packing. The cost of any special packing and packing materials required by the Customer shall be at the Customer’s expense. 9.12 A fixed $21.50 surcharge will be payable on the shipment of any dangerous Goods within an Order or such other surcharge amount as OA may in it's absolute discretion determine is applicable to the Order as specified in the Order Confirmation. 9.13 A fixed surcharge will be payable for any special and/or custom Orders which alters the original products by slitting, cutting or any other alteration of the product as specified in the Order Confirmation. 9.14 Once the Goods are altered, no returns or cancellations will be accepted unless the Goods are deemed to be defective. 9.15 Where Orders are freighted on a pallet provided by OA, OA may apply a fixed pallet charge to this order based on the size of pallet required as specified in the Order Confirmation. Due to the dimensions and weight of pallet orders, OA may be required to have Goods carried by any method which it deems fit.

Appears in 1 contract

Sources: Terms and Conditions

Delivery. 9.1 Any Delivery Times quoted 4.1 None of the (delivery) periods stated or agreed by OA for ▇▇▇▇▇▇▇ are fatal deadlines. ▇▇▇▇▇▇▇ will make a proper effort to honor the Delivery (delivery) periods as much as reasonably possible. If delivery does not take place on, or within the applicable delivery period, Rentman shall endeavor to inform the Customer accordingly in writing. 4.2 The mere fact that a (delivery) period or (delivery) date, final or otherwise, specified by ▇▇▇▇▇▇▇ or agreed between the Parties has been exceeded, shall not mean that Rentman is in default. Rentman shall not be in default until such time as the Customer has given proper written notice of default, granting Rentman a reasonable period of time to remedy the default. 4.3 If certain Goods are estimates only. OA not in stock, or permanently out of stock, ▇▇▇▇▇▇▇ will use reasonable endeavours have the right to deliver the Goods in parts or, at ▇▇▇▇▇▇▇’s reasonable discretion, to deliver similar Goods in terms of quality and price. 4.4 Unless agreed otherwise in writing, transport shall take place at the cost and risk of the Customer and the Customer shall be responsible for reporting to Rentman any missing or damaged Goods upon receipt and to file the proper notification for claim with the carrier, unless ▇▇▇▇▇▇▇ has notified the Customer it shall file such claim. 4.5 Without prejudice to the Delivery Address on previous clause, in any case, the risk of loss, theft or before damage of the Delivery Time specified in Goods shall pass to the Order. OA shall not be liable for any Claim or Loss by Customer no later than at the time at which the Customer or any third party for a delay, inability or failure to effect a Delivery by the Delivery Time or at all. Any delay, inability or a failure by OA to effect a Delivery shall not entitle an auxiliary person of the Customer to treat this Agreement as repudiated by OAcomes into possession thereof. 9.2 OA may notify the Customer of a new Delivery Time in the circumstances. 9.3 OA reserves the right to cancel an Order Confirmation at any time before or following the Delivery Time. OA shall not be liable for any Claim or Loss whatsoever arising from such cancellation. Provided the Customer is not at fault for the cancellation, OA will refund any deposit or monies paid by the Customer in relation to any invoice/s issued by OA in respect of the Order. 9.4 Any term relating to the quantity of Goods is not a fundamental term (or the essence) of this Agreement. OA reserves the right to make partial deliveries against an Order and to invoice each partial Delivery separately and the Customer cannot reject Goods on the basis of a partial Delivery. 9.5 Where Goods remain in the possession of OA after the Delivery Time (including where the Customer fails for whatever reason to take Delivery of the Goods), OA is entitled to charge the Customer for all Claims or Losses occasioned by the Customer in not accepting Delivery, together with any Claims or Losses in respect of the carriage, care and custody of the Goods. 9.6 Unless otherwise agreed in writing by OA, all Goods will be delivered to the Delivery Address. The Customer must ensure that it or its employees or agents are in attendance at the Delivery Address at the agreed time or agreed period to accept Delivery of the Goods and to acknowledge receipt upon the consignment note or invoice accompanying the Goods. The Customer warrants that the person who signs the delivery notice is authorised to receive the Goods on their behalf. 9.7 A quantity, description, date and place of Delivery, as indicated on OAs invoice or dispatch note, shall be referenced as evidence of quantity, description, date and place of Delivery of the Goods. 9.8 4.6 If the Customer fails to take Delivery indicate that the delivered Goods do not (according to the Customer) comply with the Agreement by written notice to Rentman within a period of seven (7) days after delivery, or if the Customer takes the delivered Goods into operational use, in full or in part, then the delivered Goods will be deemed to comply with the Agreement. Any notice shall include a detailed description of the issue at hand, to enable ▇▇▇▇▇▇▇ to react adequately. The Customer shall provide ▇▇▇▇▇▇▇ with the opportunity to investigate any of Customer’s claims. 4.7 Goods delivered can be returned only with ▇▇▇▇▇▇▇’s prior written consent, under reasonable conditions to be set by ▇▇▇▇▇▇▇. All costs related to return shipment will be borne by the Customer, unless the Parties have agreed otherwise in writing. 4.8 If the Customer refuses to accept delivery of the Goods on or fails to provide the specified date, and the Order is returned to OA, a second delivery charge may be imposed. 9.9 OA may arrange information or instructions required for the storage and carriage of Goods by couriers, contractors or sub-contractors. Notwithstanding any specific instructions given by the Customer delivery as to the mode of carriage of Goods, and in the exercise of its absolute discretion, OA may have Goods carried or forwarded by any method which it deems fit. 9.10 Unless otherwise agreed in writing by OAagreed, the cost of freight of Goods from the OA warehouse shall be paid for by stored at the cost and risk of the Customer. 9.11 Unless otherwise specified in a Quote, Goods 4.9 ▇▇▇▇▇▇▇ shall be packed in OA standard packing. The cost of any special packing and packing materials required by the Customer shall be at the Customer’s expense. 9.12 A fixed $21.50 surcharge will be payable on the shipment of any dangerous Goods within an Order or such other surcharge amount as OA may in it's absolute discretion determine is applicable allowed to the Order as specified engage third parties in the Order Confirmation. 9.13 A fixed surcharge will be payable for any special and/or custom Orders which alters the original products by slitting, cutting or any other alteration execution of the product as specified in the Order ConfirmationAgreement. 9.14 Once the Goods are altered, no returns or cancellations will be accepted unless the Goods are deemed to be defective. 9.15 Where Orders are freighted on a pallet provided by OA, OA may apply a fixed pallet charge to this order based on the size of pallet required as specified in the Order Confirmation. Due to the dimensions and weight of pallet orders, OA may be required to have Goods carried by any method which it deems fit.

Appears in 1 contract

Sources: Terms and Conditions for the Sale of Goods

Delivery. 9.1 Any Delivery Times quoted by OA for the Delivery 5.1 The Supplier shall ensure that each delivery of Goods are estimates only. OA will use reasonable endeavours to deliver is accompanied by a delivery note which shows the Goods to order number, the Delivery Address on or before the Delivery Time specified in the Order. OA shall not be liable for any Claim or Loss by the Customer or any third party for a delay, inability or failure to effect a Delivery by the Delivery Time or at all. Any delay, inability or a failure by OA to effect a Delivery shall not entitle the Customer to treat this Agreement as repudiated by OA. 9.2 OA may notify the Customer of a new Delivery Time in the circumstances. 9.3 OA reserves the right to cancel an Order Confirmation at any time before or following the Delivery Time. OA shall not be liable for any Claim or Loss whatsoever arising from such cancellation. Provided the Customer is not at fault for the cancellation, OA will refund any deposit or monies paid by the Customer in relation to any invoice/s issued by OA in respect of the Order. 9.4 Any term relating to the type and quantity of Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the relevant Order is not a fundamental term (or being delivered by instalments, the essence) outstanding balance of this Agreement. OA reserves the right Goods remaining to make partial deliveries against an Order and to invoice each partial Delivery separately and the Customer cannot reject Goods on the basis of a partial Deliverybe delivered. 9.5 Where Goods remain in the possession of OA after the Delivery Time (including where the Customer fails for whatever reason to take 5.2 Delivery of the Goods)Goods shall take place at the Supplier’s premises where the Goods shall be made available for collection. Unless otherwise agreed, OA is entitled to charge the Customer shall arrange for all Claims or Losses occasioned by the Customer in not accepting Delivery, together with any Claims or Losses in respect of the carriage, care and custody onward transport of the Goods. 9.6 Unless otherwise agreed in writing by OA, all Goods will be delivered 5.3 Acceptance of any change to the Delivery Address. The Customer must ensure that it or its employees or agents are in attendance at the Delivery Address at the agreed time or agreed period to accept Delivery of the Goods and to acknowledge receipt upon the consignment note or invoice accompanying the Goods. The Customer warrants that the person who signs the delivery notice is authorised to receive the Goods on their behalf. 9.7 A quantity, description, date and place of Delivery, as indicated on OAs invoice or dispatch note, shall be referenced as evidence of quantity, description, date and place of Delivery of the Goods. 9.8 If the Customer fails to take Delivery of the Goods on the specified date, and the Order is returned to OA, a second delivery charge may be imposed. 9.9 OA may arrange for the storage and carriage of Goods by couriers, contractors or sub-contractors. Notwithstanding any specific instructions given by the Customer as to the mode of carriage of Goods, and in the exercise of its absolute discretion, OA may have Goods carried or forwarded by any method which it deems fit. 9.10 Unless otherwise agreed in writing by OA, the cost of freight of Goods from the OA warehouse shall be paid for by the Customer. 9.11 Unless otherwise specified in a Quote, Goods shall be packed in OA standard packing. The cost of any special packing and packing materials required location requested by the Customer shall be at the CustomerSupplier’s expensesole discretion and the Customer shall be liable for any additional Expenses incurred by the Supplier as a result of such change. The Supplier shall arrange for suitable transport to the delivery location. 9.12 A fixed $21.50 surcharge will be payable 5.4 The Supplier shall endeavour to deliver Goods to the delivery location on the shipment relevant Delivery Date. 5.5 Unless otherwise agreed, delivery is completed once the Goods have been delivered to the carrier appointed to transport the Goods from the Supplier’s premises. 5.6 Delivery Dates are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of any dangerous Goods within an Order or such other surcharge amount as OA may in itthat is caused by: 5.6.1 a Force Majeure Event; or 5.6.2 the Customer's absolute discretion determine is applicable failure to provide the Order as specified in the Order Confirmation. 9.13 A fixed surcharge will be payable for any special and/or custom Orders which alters the original products by slitting, cutting Supplier with adequate delivery instructions or any other alteration instructions that are relevant to the supply of the product Goods; or 5.6.3 failure to make payment in accordance with agreed payment terms as specified defined in the Order Confirmationclause 9.7. 9.14 Once 5.7 If ten (10) Business Days after the day on which the Supplier made the Goods are alteredavailable for collection, no returns the Customer has not taken delivery those Goods, the Supplier may resell or cancellations will be accepted unless otherwise dispose of part or all of the Goods are deemed and, after deducting reasonable storage and selling costs, account to be defectivethe Customer for any excess over the price of the Goods, or charge the Customer for any shortfall below the price of the Goods. 9.15 Where 5.8 The Supplier may deliver Orders by instalments, which may be invoiced and paid for separately. The Customer may not cancel an instalment because of any delay in delivery or defect in another instalment. 5.9 The Customer is responsible for obtaining, at its own cost, such import licences and other consents in relation to the Goods as are freighted required from time to time and, if required by the Supplier, the Customer shall make those licences and consents available to the Supplier prior to the Goods being collected by the Customer or relevant carrier. 5.10 The Customer shall only be permitted to resell the Goods to third parties in [TERRITORIES] on a pallet provided by OA, OA may apply a fixed pallet charge to this order based on the size of pallet required as specified in the Order Confirmation. Due to the dimensions and weight of pallet orders, OA may be required to have Goods carried by any method which it deems fitnon-exclusive basis.

Appears in 1 contract

Sources: Supply of Goods Contract

Delivery. 9.1 Any Delivery Times quoted by OA for the Delivery of Goods are estimates only. OA (1) Although IMO will use commercially reasonable endeavours efforts to deliver the Goods to the Delivery Address on or before the Delivery Time within any delivery time specified in the Order. OA Contract, any time set forth in a Contract is an estimate and not a binding obligation of IMO under the Contract. (2) Any such time specified shall not be liable extended by any period or periods during which the manufacture or delivery of the Goods or other work by IMO in connection with the Contract is delayed or prevented due to fire, flood, explosion, strike, war, insurrection, embargo, governmental actions or requirements, military authority, act of God, shortages in the marketplace or any other event beyond the reasonable control of IMO. (3) If any such delivery time is so extended by more than 90 days then the Buyer shall be entitled to give written notice to IMO requiring the Goods to be delivered within 30 days of the date of such notice failing which the Buyer shall have the right to give further written notice to terminate the Contract. (4) IMO shall be entitled to deliver the Goods by instalments or partial deliveries. (5) Unless otherwise stated delivery of Goods will be ex-works (EXW), but IMO will cooperate with Buyer to arrange a carrier if desired and all carriage will be charged to Buyer for any Claim or Loss direct payment by the Customer Buyer. (6) The delivery by IMO of a greater or any third party lesser quantity of the Goods than the quantity provided for a delayin the Contract, inability the delivery of other goods not provided for in the Contract, or failure to effect a Delivery by the Delivery Time or at all. Any delaydelivery of Goods only some of which are defective, inability or a failure by OA to effect a Delivery shall not entitle the Customer Buyer to treat this Agreement as repudiated by OA. 9.2 OA may notify reject all of the Customer Goods delivered. In order that IMO can comply with its carrier’s conditions, a claim in respect of a new Delivery Time error in the circumstances. 9.3 OA reserves the right to cancel an Order Confirmation at any time before quantity or following the Delivery Time. OA shall not be liable for any Claim type of Goods or Loss whatsoever arising from such cancellation. Provided the Customer is not at fault for the cancellation, OA will refund any deposit or monies paid by the Customer in relation to any invoice/s issued by OA in respect of the Order. 9.4 Any term relating condition of the Goods delivered must be made in writing to IMO and the quantity carrier notified within 3 days of Goods is not a fundamental term (or the essence) of this Agreementreceipt. OA reserves the right Failure to make partial deliveries against an Order and to invoice each partial Delivery separately and the Customer cannot reject Goods on the basis of a partial Delivery. 9.5 Where Goods remain in the possession of OA after the Delivery Time (including where the Customer fails for whatever reason to take Delivery of the Goods), OA is entitled to charge the Customer for all Claims or Losses occasioned by the Customer in not accepting Delivery, together with any Claims or Losses in respect of the carriage, care and custody of the Goods. 9.6 Unless otherwise agreed in writing by OA, all Goods will be delivered to the Delivery Address. The Customer must ensure that it or its employees or agents are in attendance at the Delivery Address at the agreed time or agreed period to accept Delivery such claim shall constitute unqualified acceptance of the Goods and waiver by the Buyer of all claims relating to acknowledge receipt upon error in quantity or type of Goods delivered or relating to the consignment note condition of Goods delivered. Similarly, if any Goods invoiced by IMO are not delivered, the Buyer must notify IMO within 25 days or invoice accompanying the Goods. The Customer warrants that carrier and IMO within 28 days of the person who signs date of invoice, failing which the delivery notice is authorised Buyer will be liable to receive pay for the Goods on their behalfin full. 9.7 A quantity, description, date and place of Delivery, as indicated on OAs invoice or dispatch note, shall be referenced as evidence of quantity, description, date and place of Delivery of the Goods. 9.8 If the Customer fails to take Delivery of the Goods on the specified date, and the Order is returned to OA, a second delivery charge may be imposed. 9.9 OA may arrange for the storage and carriage of Goods by couriers, contractors or sub-contractors. Notwithstanding any specific instructions given by the Customer as to the mode of carriage of Goods, and in the exercise of its absolute discretion, OA may have Goods carried or forwarded by any method which it deems fit. 9.10 Unless otherwise agreed in writing by OA, the cost of freight of Goods from the OA warehouse shall be paid for by the Customer. 9.11 Unless otherwise specified in a Quote, Goods shall be packed in OA standard packing. The cost of any special packing and packing materials required by the Customer shall be at the Customer’s expense. 9.12 A fixed $21.50 surcharge will be payable on the shipment of any dangerous Goods within an Order or such other surcharge amount as OA may in it's absolute discretion determine is applicable to the Order as specified in the Order Confirmation. 9.13 A fixed surcharge will be payable for any special and/or custom Orders which alters the original products by slitting, cutting or any other alteration of the product as specified in the Order Confirmation. 9.14 Once the Goods are altered, no returns or cancellations will be accepted unless the Goods are deemed to be defective. 9.15 Where Orders are freighted on a pallet provided by OA, OA may apply a fixed pallet charge to this order based on the size of pallet required as specified in the Order Confirmation. Due to the dimensions and weight of pallet orders, OA may be required to have Goods carried by any method which it deems fit.

Appears in 1 contract

Sources: General Terms and Conditions of Sale

Delivery. 9.1 Any Delivery Times quoted a) The Company shall make every effort due to meet the deadlines set by OA the Company for the Delivery release of Goods are estimates only. OA will use reasonable endeavours to deliver the Goods to the Delivery Address on or before Client, however, these deadlines shall be treated as approximate and cannot be regarded as binding. b) If the Delivery Time specified in deadline for releasing the Order. OA Goods is not met, the Goods shall be issued to the Client within a reasonable time. c) The Company shall not be liable for any Claim damage (including the loss of profit), costs, fees or Loss any expenses for which the Client is responsible, brought about directly or indirectly by the Customer or any third party for delayed issue of Goods (even if this is the result of Company neglect), d) The Client shall not have the right to withdraw from the Agreement in the event of a delay, inability or failure to effect a Delivery delay occurring in the issue of Goods by the Delivery Time Company, providing such delay does not exceed one hundred and eighty (180) days. e) Unless specified otherwise in writing, the delivery of Goods shall take place in keeping with EXW (Incoterms 2010) f) Once confirmation has been received in writing that the Goods have been issued to the Client, his representative or carrier (including any representative or carrier determined by the Company for the Client), the Company shall not bear any responsibility whatsoever for the issued Goods, and all risk and costs connected with the delivery of the Goods to the Client shall rest with the Client. . g) Concerning all damaged Goods or claims stemming from shortages in quantity it shall be necessary to immediately notify the carrier and the Company, immediately after receipt on the Client’s premises or at allthe import port, depending on the given circumstances. h) The Company reserves itself the right to deliver Goods in batches, in which case the Agreement shall be interpreted as binding on all batches of Goods individually. Any delay, inability or a failure by OA Failure to effect a Delivery deliver any of the batches shall not entitle the Customer Client to treat this Agreement as repudiated by OA. 9.2 OA may notify withdraw from the Customer of a new Delivery Time in the circumstances. 9.3 OA reserves the right to cancel an Order Confirmation at any time before or following the Delivery Time. OA shall not be liable for any Claim or Loss whatsoever arising from such cancellation. Provided the Customer is not at fault for the cancellation, OA will refund any deposit or monies paid by the Customer in relation to any invoice/s issued by OA in respect remaining parts of the OrderAgreement. 9.4 Any term relating to the quantity of Goods is not a fundamental term (or the essence) of this Agreement. OA reserves the right to make partial deliveries against an Order and to invoice each partial Delivery separately and the Customer cannot reject Goods on the basis of a partial Delivery. 9.5 Where Goods remain in the possession of OA after the Delivery Time (including where the Customer fails for whatever reason to take Delivery of the Goods), OA is entitled to charge the Customer for all Claims or Losses occasioned by the Customer in not accepting Delivery, together with any Claims or Losses in respect of the carriage, care and custody of the Goods. 9.6 Unless otherwise agreed in writing by OA, all Goods will be delivered to the Delivery Address. The Customer must ensure that it or its employees or agents are in attendance at the Delivery Address at the agreed time or agreed period to accept Delivery of the Goods and to acknowledge receipt upon the consignment note or invoice accompanying the Goods. The Customer warrants that the person who signs the delivery notice is authorised to receive the Goods on their behalf. 9.7 A quantity, description, date and place of Delivery, as indicated on OAs invoice or dispatch note, shall be referenced as evidence of quantity, description, date and place of Delivery of the Goods. 9.8 If the Customer fails to take Delivery of the Goods on the specified date, and the Order is returned to OA, a second delivery charge may be imposed. 9.9 OA may arrange for the storage and carriage of Goods by couriers, contractors or sub-contractors. Notwithstanding any specific instructions given by the Customer as to the mode of carriage of Goods, and in the exercise of its absolute discretion, OA may have Goods carried or forwarded by any method which it deems fit. 9.10 Unless otherwise agreed in writing by OA, the cost of freight of Goods from the OA warehouse shall be paid for by the Customer. 9.11 Unless otherwise specified in a Quote, Goods shall be packed in OA standard packing. The cost of any special packing and packing materials required by the Customer shall be at the Customer’s expense. 9.12 A fixed $21.50 surcharge will be payable on the shipment of any dangerous Goods within an Order or such other surcharge amount as OA may in it's absolute discretion determine is applicable to the Order as specified in the Order Confirmation. 9.13 A fixed surcharge will be payable for any special and/or custom Orders which alters the original products by slitting, cutting or any other alteration of the product as specified in the Order Confirmation. 9.14 Once the Goods are altered, no returns or cancellations will be accepted unless the Goods are deemed to be defective. 9.15 Where Orders are freighted on a pallet provided by OA, OA may apply a fixed pallet charge to this order based on the size of pallet required as specified in the Order Confirmation. Due to the dimensions and weight of pallet orders, OA may be required to have Goods carried by any method which it deems fit.

Appears in 1 contract

Sources: General Terms of Agreement

Delivery. 9.1 Any 4.1 Unless otherwise agreed in writing completion and Delivery Times quoted Dates are not guaranteed, are a guide only and whilst the Company will make every effort to adhere to proposed timescales, time for Delivery or performance is not of the essence in any Contract with the Customer. 4.2 The Company shall be under no liability whatsoever for any delay in performance of any order by OA for reason or in consequence of a Force Majeure Event, or any other delay outside of its control including but not limited to labour and civil commotion, natural catastrophe, government restrictions, shortage or lack of instructions. 4.3 Unless otherwise agreed in writing by the Company, Delivery of Goods are estimates only. OA will use reasonable endeavours is taken at the Company's place of business within 14 days of notification to deliver the Customer that the Goods are ready for Delivery and risk in Goods passes to the Customer at the time of Delivery Address on or before at the Delivery Time specified latest. Any packaging which the Company agrees to provide may be charged to the Customer. 4.4 If the Goods are in the Orderpossession of the Company on the date the order acknowledgement is issued, the Customer shall take Delivery of the Goods within 14 days of the Company giving it notice that the Goods are ready for Delivery, unless agreed otherwise in writing. OA If the Goods are not in the possession of the Company on the date the order acknowledgement is issued then the Customer shall take Delivery of the Goods by a date for Delivery as agreed in writing between the parties. If the Customer has not collected the Goods or given instructions to the Company for Delivery or shipment of the Goods within 14 days of being notified that they are ready for Delivery the Company may invoice the Customer for the full amount of the Price plus the cost of any packaging. Delivery of the Services shall be accepted when tendered. 4.5 Should expedited Delivery be agreed, the Company shall be entitled to make an extra charge to cover any overtime or any other additional costs. 4.6 Unless otherwise agreed in writing by the Company, the Company shall not be obliged to give possession of the Goods or to provide the Services (and the Customer shall not be entitled to receive them) unless and until payment in full in cleared funds of the Price has been received by the Company. 4.7 Subject to the other provisions of these conditions the Company shall not be liable for any Claim direct, indirect or Loss 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 Customer or Company's negligence), nor shall any third party for a delay, inability or failure to effect a Delivery by the Delivery Time or at all. Any delay, inability or a failure by OA to effect a Delivery shall not delay entitle the Customer to treat this Agreement as repudiated by OAterminate or rescind the Contract unless such delay exceeds 180 days. 9.2 OA may notify 4.8 Should Delivery of the Customer of a new Delivery Time in the circumstances. 9.3 OA reserves the right to cancel an Order Confirmation at any time before Goods and/or Services be suspended or following the Delivery Time. OA shall not be liable for any Claim or Loss whatsoever arising from such cancellation. Provided the Customer is not at fault for the cancellation, OA will refund any deposit or monies paid delayed by the Customer in relation for any reason: 4.8.1 the Company shall be entitled to any invoice/s issued charge for storage and for all expenses incurred by OA in respect the Company as a consequence of the Orderfailure to take Delivery, including loss of or wastage of resources that cannot otherwise be used; and 4.8.2 if the suspension or delay extends beyond 30 days the Company shall be entitled to immediate payment for any Services carried out, for any Goods that are ready for Delivery, and any other additional costs. 9.4 Any term relating to the quantity of Goods is not a fundamental term (or the essence) of this Agreement. OA reserves the right to make partial deliveries against an Order and to invoice each partial Delivery separately and the Customer cannot reject Goods on the basis of a partial Delivery. 9.5 Where Goods remain in the possession of OA after the Delivery Time (including where 4.9 If for any reason the Customer fails for whatever reason to take Delivery of the Goods), OA is entitled to charge the Customer for all Claims or Losses occasioned by the Customer in not accepting Delivery, together with any Claims or Losses in respect of the carriage, care and custody of the Goods. 9.6 Unless otherwise agreed in writing by OA, all Goods will be delivered to the Delivery Address. The Customer must ensure that it or its employees or agents are in attendance at the Delivery Address at the agreed time or agreed period to accept Delivery of the Goods and to acknowledge receipt upon the consignment note or invoice accompanying the Goods. The Customer warrants that the person who signs the delivery notice is authorised to receive the Goods on their behalf. 9.7 A quantity, description, date and place of Delivery, as indicated on OAs invoice or dispatch note, shall be referenced as evidence of quantity, description, date and place of Delivery of the Goods. 9.8 If the Customer fails to take Delivery any of the Goods and/or Services when they are ready for Delivery, or the Company is unable to deliver the Goods and/or Services on time because the specified dateCustomer has not provided appropriate instructions, and documents, licences or authorisations: 4.9.1 risk in the Order is returned Goods shall pass to OA, a second delivery charge may be imposed. 9.9 OA may arrange the Customer (including for the storage and carriage of Goods by couriers, contractors loss or sub-contractors. Notwithstanding any specific instructions given damage caused by the Customer as to Company's negligence); 4.9.2 the mode of carriage of Goods, and in the exercise of its absolute discretion, OA may have Goods carried or forwarded by any method which it deems fit. 9.10 Unless otherwise agreed in writing by OA, the cost of freight of Goods from the OA warehouse and/or Services shall be paid for by deemed to have been delivered; and 4.9.3 the Customer. 9.11 Unless otherwise specified in a QuoteCompany may store the Goods until delivery, Goods shall be packed in OA standard packing. The cost of any special packing and packing materials required by whereupon the Customer shall be at liable for all related costs and expenses (including, without limitation, storage and insurance). 4.10 The Company may deliver the Goods and/or Services by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with these conditions. 4.11 Each instalment shall be a separate Contract subject to these conditions and no cancellation or termination of any one Contract relating to an instalment shall entitle the Customer to repudiate or cancel any other Contract or instalment. 4.12 The Services cannot be cancelled by the Customer without the Company's consent. Such consent will be agreed in writing and will include the payment to the Company of amounts necessary to cover the reasonable costs of the Company resulting from any cancellation. 4.13 Where the Customer requests the Company to deliver the Goods to any destination named by the Customer’s expense. 9.12 A fixed $21.50 surcharge , the Customer's liability for the Goods will be payable on the shipment of any dangerous Goods within an Order or such other surcharge amount as OA may provided in it's absolute discretion determine is applicable to the Order as specified in the Order Confirmation. 9.13 A fixed surcharge will be payable for any special and/or custom Orders which alters the original products by slitting, cutting Incoterms 2010 or any other alteration of the product as specified in the Order Confirmationsubsequent revision thereto. 9.14 Once the Goods are altered, no returns or cancellations will be accepted unless the Goods are deemed to be defective. 9.15 Where Orders are freighted on a pallet provided by OA, OA may apply a fixed pallet charge to this order based on the size of pallet required as specified in the Order Confirmation. Due to the dimensions and weight of pallet orders, OA may be required to have Goods carried by any method which it deems fit.

Appears in 1 contract

Sources: Terms and Conditions of Sale

Delivery. 9.1 Any Delivery Times quoted by OA for a. The delivery terms listed on the Delivery PO shall be interpreted in accordance with Incoterms 2000. b. Time is of Goods are estimates onlythe essence. OA will use reasonable endeavours The Purchaser agrees to deliver the Goods Articles in accordance with the delivery date(s) shown on the face of the PO or such other date as agreed to in writing by the Purchaser and Supplier. c. Where the Articles are chemicals or of hazardous materials, the Supplier shall deliver Material Safety Data Sheets (MSDS) to the Delivery Address Purchaser prior to the shipment of these goods or related articles covered by this PO. Should the Supplier fail to deliver the MSDS to the Purchaser and a fine is assessed against the Purchaser, the fine shall be deducted from the Supplier's invoice. d. The Supplier shall be responsible for all damages of any kind incurred or suffered by the Purchaser which have been occasioned by the negligence of the Supplier. e. The Articles shall be delivered in the quantities, specifications and on or before the Delivery Time delivery date(s) specified in the Order. OA shall not be liable for any Claim PO either to the Purchaser directly or Loss to the shipper named by the Customer Purchaser. f. The Articles shall be properly packed and secured by Supplier to guard against breakage, loss or any third party for a delay, inability or failure damage. The packaged Articles must be clearly labeled "Jamaica Public Service Company Limited" and the PO number stated thereon. g. Title to effect a Delivery the Articles shall be deemed to have passed to the Purchaser on delivery and acceptance by the Delivery Time or at all. Any delay, inability Purchaser or a failure shipper and/or freight carrier named by OA to effect a Delivery shall not entitle the Customer to treat this Agreement as repudiated by OAPurchaser, when one is used. 9.2 OA may notify h. To the Customer extent that any Article incorporates a design created by the Supplier for the Purchaser, the Purchaser shall own such design upon the transfer of a new Delivery Time title to the Article and the Supplier shall furnish the Purchaser with any documentation of the design in the circumstancesSupplier's possession. 9.3 OA i. If any and all the Articles are not delivered on the date(s) specified herein, or do not conform to the PO and these Terms and Conditions the Purchaser shall be entitled to accept or reject any such Articles and return rejected Articles to the Supplier at the Supplier's risk and expense without prejudice to any other right or remedy of the Purchaser. j. The Purchaser shall also be entitled to recover from the Supplier any monies paid by the Purchaser in respect of such returned Article(s) together with any additional expenditure reasonably incurred by the Purchaser in obtaining replacement Article(s). k. The Purchaser reserves the right to cancel an Order Confirmation change the place of delivery at any time before or following the Delivery Time. OA shall not be liable for any Claim or Loss whatsoever arising from such cancellation. Provided the Customer is not at fault for the cancellation, OA will refund any deposit or monies paid by the Customer in relation prior to any invoice/s issued by OA in respect of the Orderactual shipment. 9.4 Any term relating to l. All raw wood packaging materials must be treated and marked in accordance with the quantity requirements of Goods is not a fundamental term (or the essence) of this Agreement. OA reserves the right to make partial deliveries against an Order and to invoice each partial Delivery separately and the Customer cannot reject Goods on the basis of a partial DeliveryISPM 15. 9.5 Where Goods remain in the possession of OA after the Delivery Time (including where the Customer fails for whatever reason to take Delivery of the Goods), OA is entitled to charge the Customer for all Claims or Losses occasioned by the Customer in not accepting Delivery, together with any Claims or Losses in respect of the carriage, care and custody of the Goods. 9.6 Unless otherwise agreed in writing by OA, all Goods will be delivered to the Delivery Address. The Customer must ensure that it or its employees or agents are in attendance at the Delivery Address at the agreed time or agreed period to accept Delivery of the Goods and to acknowledge receipt upon the consignment note or invoice accompanying the Goods. The Customer warrants that the person who signs the delivery notice is authorised to receive the Goods on their behalf. 9.7 A quantity, description, date and place of Delivery, as indicated on OAs invoice or dispatch note, shall be referenced as evidence of quantity, description, date and place of Delivery of the Goods. 9.8 If the Customer fails to take Delivery of the Goods on the specified date, and the Order is returned to OA, a second delivery charge may be imposed. 9.9 OA may arrange for the storage and carriage of Goods by couriers, contractors or sub-contractors. Notwithstanding any specific instructions given by the Customer as to the mode of carriage of Goods, and in the exercise of its absolute discretion, OA may have Goods carried or forwarded by any method which it deems fit. 9.10 Unless otherwise agreed in writing by OA, the cost of freight of Goods from the OA warehouse shall be paid for by the Customer. 9.11 Unless otherwise specified in a Quote, Goods shall be packed in OA standard packing. The cost of any special packing and packing materials required by the Customer shall be at the Customer’s expense. 9.12 A fixed $21.50 surcharge will be payable on the shipment of any dangerous Goods within an Order or such other surcharge amount as OA may in it's absolute discretion determine is applicable to the Order as specified in the Order Confirmation. 9.13 A fixed surcharge will be payable for any special and/or custom Orders which alters the original products by slitting, cutting or any other alteration of the product as specified in the Order Confirmation. 9.14 Once the Goods are altered, no returns or cancellations will be accepted unless the Goods are deemed to be defective. 9.15 Where Orders are freighted on a pallet provided by OA, OA may apply a fixed pallet charge to this order based on the size of pallet required as specified in the Order Confirmation. Due to the dimensions and weight of pallet orders, OA may be required to have Goods carried by any method which it deems fit.

Appears in 1 contract

Sources: Purchase Order Agreement

Delivery. 9.1 Any Delivery Times quoted by OA for the Delivery of Goods are estimates only. OA 10.1 Icecap Pty Ltd will use reasonable endeavours to deliver the Goods to the Delivery Address on or before the Delivery Time specified in the Order. OA shall not be liable for any Claim or Loss by the Customer or any third party for nominate and coordinate a delay, inability or failure to effect a Delivery by the Delivery Time or at all. Any delay, inability or a failure by OA to effect a Delivery shall not entitle the Customer to treat this Agreement as repudiated by OA. 9.2 OA may notify the Customer of a new Delivery Time in the circumstances. 9.3 OA reserves the right to cancel an Order Confirmation at any time before or following the Delivery Time. OA shall not be liable for any Claim or Loss whatsoever arising from such cancellation. Provided the Customer is not at fault for the cancellation, OA will refund any deposit or monies paid by the Customer in relation to any invoice/s issued by OA in respect of the Order. 9.4 Any term relating to the quantity of Goods is not a fundamental term (or the essence) of this Agreement. OA reserves the right to make partial deliveries against an Order and to invoice each partial Delivery separately and the Customer cannot reject Goods carrier on the basis of a partial Delivery. 9.5 Where Goods remain in the possession of OA after the Delivery Time (including where the Customer fails for whatever reason to take Delivery of the Goods), OA is entitled to charge the Customer for all Claims or Losses occasioned by the Customer in not accepting Delivery, together with any Claims or Losses in respect of the carriage, care and custody of the Goods. 9.6 Unless Customers behalf unless otherwise agreed in writing by OA, all Goods will be delivered to the Delivery Address. The Customer must ensure that it or its employees or agents are in attendance at the Delivery Address at the agreed time or agreed period to accept Delivery of the Goods and to acknowledge receipt upon the consignment note or invoice accompanying the Goods. The Customer warrants that the person who signs the delivery notice is authorised to receive the Goods on their behalf. 9.7 A quantity, description, date and place of Delivery, as indicated on OAs invoice or dispatch note, shall be referenced as evidence of quantity, description, date and place of Delivery of the Goods. 9.8 If the Customer fails to take Delivery of the Goods on the specified date, and the Order is returned to OA, a second delivery charge may be imposed. 9.9 OA may arrange for the storage and carriage of Goods by couriers, contractors or sub-contractors. Notwithstanding any specific instructions given by the Customer as to the mode of carriage of Goods, and in the exercise of its absolute discretion, OA may have Goods carried or forwarded by any method which it deems fit. 9.10 Unless otherwise agreed in writing by OA, the cost of freight of Goods from the OA warehouse shall be paid for instructed by the Customer. 9.11 10.2 The Customer will inform Icecap Pty Ltd of all necessary details so that Icecap Pty Ltd can affect the delivery of the goods. 10.3 The Customer may nominate its own carrier, in which case it must coordinate the delivery with Icecap Pty Ltd. 10.4 Unless otherwise agreed in writing, the Customer will be responsible for all costs associated with delivery, including any special packaging or required crating, freight, insurance and other charges arising from the point of despatch of the goods to the Customer to the point of delivery. 10.5 The Customer must provide reasonable and proper access to the location specified in for delivery. 10.6 Any extra carrier charges due to difficult access, wrong or misleading instructions provided by the Customer, frustrated delivery, or the requirement for extra personnel, will be charged to Customer at cost plus a Quote, Goods 10% service fee plus GST charged by Icecap Pty Ltd. 10.7 The obligation of Icecap Pty Ltd to deliver goods shall be packed satisfied by the delivery by Icecap Pty Ltd of the quantity of goods ordered or if delivery is by instalments, by the delivery of the quantity of goods to be delivered in OA standard packingeach instalment (+/- 10%). The cost Customer shall only be required to pay for the actual quantity of any special packing and packing materials required the goods delivered by Icecap Pty Ltd. 10.8 If Icecap Pty Ltd does not receive forwarding instructions sufficient to enable it to despatch the goods within 14 days of notification that the goods are ready, the Customer shall be at deemed to have taken delivery of the goods from such date. The Customer shall be liable for storage charges payable monthly on demand. 10.9 Where it is necessary for Icecap Pty Ltd to deliver the goods in other than a fully assembled condition (which facts will be stated in the quotation), the cost and responsibility of assembly and installation will fall to the Customer’s expense. 9.12 A fixed $21.50 surcharge will be payable on 10.10 The Customer must advise Icecap Pty Ltd in writing within 7 days of receipt regarding our Goods and Services provided with: (a) of the shipment non arrival of any dangerous Goods within an Order or such other surcharge amount as OA may in it's absolute discretion determine all of the goods and services; (b) if there is applicable damage to the Order as specified in goods; (c) that the Order Confirmation.wrong goods have been received; 9.13 A fixed surcharge will be payable for any special and/or custom Orders which alters (d) that the original products by slitting, cutting or any other alteration quantity of the product as specified in goods is incorrect; or (e) the Order Confirmationgoods and services do not meet specifications. 9.14 Once the Goods are altered, no returns or cancellations will be accepted unless the Goods are deemed to be defective. 9.15 Where Orders are freighted on a pallet provided by OA, OA may apply a fixed pallet charge to this order based on the size of pallet required as specified in the Order Confirmation. Due to the dimensions and weight of pallet orders, OA may be required to have Goods carried by any method which it deems fit.

Appears in 1 contract

Sources: Commercial Agreement

Delivery. 9.1 Any Delivery Times quoted by OA for the Delivery of 6.1 The Goods are estimates only. OA will use reasonable endeavours to deliver the Goods shall be delivered to the Delivery Address and/or the Services shall be performed at the place specified in the Order on the date or before within the Delivery Time specified period stated in the Order. OA Delivery of the Goods shall not always be liable for any Claim or Loss during the Buyer’s usual business hours, unless previously agreed with the Buyer in Writing. 6.2 Where the date of delivery of the Goods and/or of performance of the Services is to be specified after the placing of the Order, the Seller shall give the Buyer reasonable notice of the date of delivery which shall be a date acceptable to the Buyer. 6.3 On-time Delivery performance shall be monitored when deemed necessary by the Customer or any third party for a delay, inability or failure to effect a Delivery by the Delivery Time or at allBuyer. Any delay, inability or a failure by OA to effect a Delivery shall The Seller will be notified if targets are not entitle the Customer to treat this Agreement as repudiated by OAachieved and actions may be taken. 9.2 OA may 6.4 The Seller shall notify the Customer Buyer in Writing immediately of a new Delivery Time in any actual or potential delay or threat of delay to the circumstances. 9.3 OA reserves the right to cancel an Order Confirmation at any time before or following the Delivery Time. OA shall not be liable for any Claim or Loss whatsoever arising from such cancellation. Provided the Customer is not at fault for the cancellation, OA will refund any deposit or monies paid by the Customer in relation to any invoice/s issued by OA in respect delivery of the Order. 9.4 Any term relating to 6.5 Delivery documentation such as a certificate of conformity, quoting the quantity of Goods is not a fundamental term (or the essence) of this Agreement. OA reserves the right to make partial deliveries against an Order and to invoice each partial Delivery separately and the Customer cannot reject Goods on the basis of a partial Delivery. 9.5 Where Goods remain in the possession of OA after the Delivery Time (including where the Customer fails for whatever reason to take Delivery number of the Goods), OA is entitled to charge the Customer for all Claims Order must accompany each delivery or Losses occasioned by the Customer in not accepting Delivery, together with any Claims or Losses in respect of the carriage, care and custody of the Goods. 9.6 Unless otherwise agreed in writing by OA, all Goods will be delivered to the Delivery Address. The Customer must ensure that it or its employees or agents are in attendance at the Delivery Address at the agreed time or agreed period to accept Delivery consignment of the Goods and to acknowledge receipt upon the consignment note or invoice accompanying the Goods. must be displayed prominently. 6.6 The Customer warrants that the person who signs the delivery notice is authorised to receive Seller shall not deliver the Goods on their behalfand/or perform the Services by instalments without the prior Written consent of the Buyer. 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 several. 9.7 A quantity, description, date and place of Delivery, as indicated on OAs invoice or dispatch note, 6.7 The Buyer shall be referenced as evidence of quantityentitled to reject any Goods delivered which are not in accordance with the Contract, descriptionand shall not be deemed to have accepted any Goods until the Buyer has had a reasonable time to inspect them following delivery or, date and place of Delivery of if later, within a reasonable time after any latent defect in the GoodsGoods has become apparent. 9.8 If 6.8 The Seller shall give the Customer fails Buyer reasonable notice of any instructions or other information required to take Delivery enable the Buyer to accept delivery of the Goods on and/or performance of the specified date, and the Order is returned to OA, a second delivery charge may be imposedServices. 9.9 OA may arrange 6.9 The Seller shall be responsible for the storage and carriage proper packaging of Goods by courierssupplied. 6.10 The Buyer shall not be obliged to return to the Seller any packaging or packing materials for the Goods, contractors whether or sub-contractors. Notwithstanding not any specific instructions given Goods are accepted by the Customer as to the mode of carriage of GoodsBuyer, and in the exercise of its absolute discretion, OA may have Goods carried or forwarded by any method which it deems fit. 9.10 Unless otherwise unless previously agreed in writing by OA, Writing with the cost of freight of Goods from the OA warehouse shall be paid for by the CustomerBuyer. 9.11 Unless otherwise specified in a Quote, Goods shall be packed in OA standard packing. The cost of any special packing and packing materials required by the Customer shall be at the Customer’s expense. 9.12 A fixed $21.50 surcharge will be payable on the shipment of any dangerous Goods within an Order or such other surcharge amount as OA may in it's absolute discretion determine is applicable to the Order as specified in the Order Confirmation. 9.13 A fixed surcharge will be payable for any special and/or custom Orders which alters the original products by slitting, cutting or any other alteration of the product as specified in the Order Confirmation. 9.14 Once the Goods are altered, no returns or cancellations will be accepted unless the Goods are deemed to be defective. 9.15 Where Orders are freighted on a pallet provided by OA, OA may apply a fixed pallet charge to this order based on the size of pallet required as specified in the Order Confirmation. Due to the dimensions and weight of pallet orders, OA may be required to have Goods carried by any method which it deems fit.

Appears in 1 contract

Sources: Conditions of Purchase

Delivery. 9.1 Any Delivery Times quoted 8.1 The Goods shall be delivered to, and the Services shall be performed at, the address specified by OA the Buyer on the date or within the period stated in the Purchase Order, in either case during the Buyer’s usual business hours. 8.2 Time for the Delivery delivery of Goods are estimates only. OA will use reasonable endeavours to deliver the Goods to and performance of the Delivery Address on or before the Delivery Time specified Services, as stated in the Order. OA Purchase Order (or as amended in accordance with Clause 8.3) shall not be liable for any Claim or Loss by of the Customer or any third party for a delay, inability or failure to effect a Delivery by the Delivery Time or at all. Any delay, inability or a failure by OA to effect a Delivery shall not entitle the Customer to treat this Agreement as repudiated by OAessence. 9.2 OA may notify the Customer of a new Delivery Time in the circumstances. 9.3 OA 8.3 The Buyer reserves the right to cancel an Order Confirmation amend any delivery instructions and shall be entitled at no extra cost to postpone the date of delivery of all or any time before of the Goods or following postpone the Delivery Timeperformance of the Services upon giving notice to the Seller. OA The provisions of this Clause 8 shall not be liable for any Claim or Loss whatsoever arising from such cancellation. Provided the Customer is not at fault for the cancellation, OA will refund any deposit or monies paid by the Customer in relation apply to any invoice/s issued by OA such revised date for delivery or performance. 8.4 The Buyer reserves the right not to accept the Goods prior to the delivery date specified in respect of the Purchase Order. 9.4 Any term relating 8.5 The Seller shall give written notice to the quantity Buyer if the delivery of the Goods is not a fundamental term (or the essence) performance of this Agreement. OA reserves the right Services has been or is likely to make partial deliveries against an Order and to invoice each partial Delivery separately and the Customer cannot reject Goods on the basis of a partial Deliverybe delayed. 9.5 Where 8.6 Delivery shall be deemed to be made on receipt of the Goods remain and/or the Services by the Buyer in accordance with all terms of the Contract. 8.7 The Seller shall be responsible for delivering the Goods, carriage paid, as specified in the possession of OA after Purchase Order. Icon Building, First Point, Balby ▇▇▇▇ Bank Doncaster, South Yorkshire, DN4 5JQ United Kingdom Tel +▇▇ (▇) ▇▇▇▇ ▇▇▇▇▇▇ Fax ▇▇ (▇) ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇.▇▇▇▇▇▇.▇▇▇ 8.8 The Seller shall supply the Delivery Time (including where the Customer fails for whatever reason to take Delivery of the Goods), OA is entitled to charge the Customer for all Claims or Losses occasioned by the Customer Buyer in not accepting Delivery, together good time with any Claims instructions or Losses in respect of other information required to enable the carriage, care and custody of the Goods. 9.6 Unless otherwise agreed in writing by OA, all Goods will be delivered to the Delivery Address. The Customer must ensure that it or its employees or agents are in attendance at the Delivery Address at the agreed time or agreed period Buyer to accept Delivery delivery of the Goods and to acknowledge receipt upon performance of the consignment note or invoice accompanying the Goods. The Customer warrants that the person who signs the delivery notice is authorised to receive the Goods on their behalfServices. 9.7 A quantity, description, date and place of Delivery, as indicated on OAs invoice or dispatch note, 8.9 The Buyer shall be referenced as evidence of quantity, description, date and place of Delivery of the Goods. 9.8 If the Customer fails entitled to take Delivery reject all or any part of the Goods on delivered or Services performed which are not in accordance with the specified dateContract, and including a right to reject defective Goods even if the Order defect is returned to OA, a second delivery charge may be imposedminor. 9.9 OA may arrange for 8.10 The Buyer shall not be deemed to have accepted any Goods and/or Services until the storage and carriage of Buyer has had a reasonable time to inspect or test them following delivery or performance (as applicable) or, if later, within a reasonable time after any latent defect has become apparent. 8.11 The Buyer shall not be deemed to have accepted the Goods by couriers, contractors virtue of: 8.11.1 having sold the Goods to a third party upon or sub-contractors. Notwithstanding any specific instructions given after delivery or its having incorporated or converted them into other products or works; or 8.11.2 having required the Seller to repair or replace Goods or reperform Services. 8.12 Delivery or performance by instalments shall not be accepted by the Customer as to the mode of carriage of Goods, and in the exercise of its absolute discretion, OA may have Goods carried or forwarded by any method which it deems fit. 9.10 Unless otherwise Buyer unless previously agreed in writing writing. If Goods are to be delivered or Services are to be performed by OAinstalments, the cost of freight of Goods from the OA warehouse shall be paid for by the Customer. 9.11 Unless otherwise specified in a Quote, Goods shall be packed in OA standard packing. The cost of any special packing and packing materials required by the Customer shall be at the Customer’s expense. 9.12 A fixed $21.50 surcharge Contract will be payable on the shipment of any dangerous Goods within an Order or such other surcharge amount treated as OA may in it's absolute discretion determine is applicable to the Order as specified in the Order Confirmationa single contract and not severable. 9.13 A fixed surcharge will be payable for any special and/or custom Orders which alters the original products by slitting, cutting or any other alteration of the product as specified in the Order Confirmation. 9.14 Once the Goods are altered, no returns or cancellations will be accepted unless the Goods are deemed to be defective. 9.15 Where Orders are freighted on a pallet provided by OA, OA may apply a fixed pallet charge to this order based on the size of pallet required as specified in the Order Confirmation. Due to the dimensions and weight of pallet orders, OA may be required to have Goods carried by any method which it deems fit.

Appears in 1 contract

Sources: Standard Terms and Conditions of Purchase

Delivery. 9.1 Any Delivery Times quoted by OA for the Delivery of Goods are estimates only. OA will use reasonable endeavours to Supplier shall deliver the Goods goods in accordance with the terms of the purchase order and/or the agreed delivery ▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇ time is from PO receipt date to committed delivery date (ETA customer site) or (ETD supplier site).In the event Supplier for any reason anticipates difficulty in complying with the agreed delivery date, Supplier shall notify Customer the status of the current supply situation in a timely manner, especially of risks of on-time delivery. Supplier shall use its best efforts to accommodate any reasonable request by Customer to reschedule confirmed delivery dates, or to change other parts of any Agreement. Upon Customer’s request, Supplier shall without delay provide information in writing concerning the status of any order, shipments due, payments, and such other items relating to the Delivery Address business flow between Supplier and Customer as Customer may request. Supplier undertakes to inform Customer immediately when it anticipates constraints on its capacity to supply goods as ordered by Customer, in which case Supplier will exert commercially reasonable efforts to ensure that Customer’s requirements will be adequately serviced. Supplier ensures on-time delivery of goods to Customer. In cases of emergencies, such as flood, fire and explosions beyond the control of the Supplier or before the Delivery Time specified in the Order. OA other cases of force majeure, Supplier shall manage, on best effort basis and by appropriate measures, on-time delivery of parts to Customer, but shall not be liable for any Claim or Loss delay brought by the Customer or any third party for a delay, inability or force majeure. Supplier’s sole failure to effect a Delivery by comply with the Delivery Time or at all. Any delay, inability or a failure by OA to effect a Delivery shall not entitle the on-time delivery may cause Customer to treat this Agreement as repudiated be assessed a late fee by OA. 9.2 OA may notify the Customer of a new Delivery Time in the circumstances. 9.3 OA reserves the right to cancel an Order Confirmation at any time before or following the Delivery Time. OA shall not be liable for any Claim or Loss whatsoever arising from such cancellation. Provided the Customer is not at fault for the cancellation, OA will refund any deposit or monies paid by the Customer in relation to any invoice/s issued by OA in respect of the Order. 9.4 Any term relating to the quantity of Goods is not a fundamental term (or the essence) of this Agreement. OA reserves the right to make partial deliveries against an Order and to invoice each partial Delivery separately and the Customer cannot reject Goods on the basis of a partial Delivery. 9.5 Where Goods remain in the possession of OA after the Delivery Time (including where the Customer fails for whatever reason to take Delivery of the Goods), OA is entitled to charge the Customer for all Claims or Losses occasioned by the Customer in not accepting Delivery, together with any Claims or Losses in respect of the carriage, care and custody of the Goods. 9.6 Unless otherwise agreed in writing by OA, all Goods will be delivered to the Delivery Address. The Customer must ensure that it or its employees or agents are in attendance at the Delivery Address at the agreed time or agreed period to accept Delivery of the Goods and to acknowledge receipt upon the consignment note or invoice accompanying the Goods. The Customer warrants that the person who signs the delivery notice is authorised to receive the Goods on their behalf. 9.7 A quantity, description, date and place of Deliveryown customers, as indicated on OAs invoice or dispatch notesuch, shall be referenced as evidence of quantity, description, date and place of Delivery of the Goods. 9.8 If the Customer fails to take Delivery of the Goods on the specified date, and the Order is returned to OA, a second delivery charge may be imposed. 9.9 OA may arrange for the storage and carriage of Goods by couriers, contractors or sub-contractors. Notwithstanding any specific instructions given by the Customer as to the mode of carriage of Goods, and in the exercise of its absolute discretion, OA may have Goods carried or forwarded by any method which it deems fit. 9.10 Unless otherwise agreed in writing by OA, the cost of freight of Goods from the OA warehouse shall be paid for by the Customer. 9.11 Unless otherwise specified in a Quote, Goods shall be packed in OA standard packing. The cost of any special packing and packing materials required by the Customer shall be at entitled to recover from Supplier damages incurred as specified below, provided the Customer’s expense.actual charges are reasonable and agreed by supplier and customer 9.12 A fixed $21.50 surcharge will be payable on the (i) Late delivery, including but not limited to, any additional costs to Customer for expediting shipment of the goods, and (ii) Supplier’s cancellation of a confirmed purchase order for goods that customer has already committed to its customer, including but not limited to, any dangerous Goods within an Order additional costs to Customer on account of higher prices of goods sourced from other suppliers at shorter lead times. On the other hand, Customer shall not accept any advance delivery without prior notice and agreed by Customer. Customer may either return Product delivered more than five (5) business days before the Delivery Date to Supplier freight collect or such other surcharge amount as OA may in it's absolute discretion determine is applicable accept the Product and make payment according to the Order as specified in the Order Confirmationpurchase order Delivery Date. 9.13 A fixed surcharge will be payable for any special and/or custom Orders which alters the original products by slitting, cutting or any other alteration of the product as specified in the Order Confirmation. 9.14 Once the Goods are altered, no returns or cancellations will be accepted unless the Goods are deemed to be defective. 9.15 Where Orders are freighted on a pallet provided by OA, OA may apply a fixed pallet charge to this order based on the size of pallet required as specified in the Order Confirmation. Due to the dimensions and weight of pallet orders, OA may be required to have Goods carried by any method which it deems fit.

Appears in 1 contract

Sources: Purchase Agreement

Delivery. 9.1 Any Delivery Times quoted 7.4.1 The Supplier shall: 7.4.1.1 ensure that the Goods delivered conform in all respects with the Leased Goods specified in the Order Form, the specification for leased equipment set out in Schedule 1 of the Framework Agreement (save as altered by OA the Order Form), and with all other requirements of this Lease Agreement. 7.4.1.2 not charge for delivery of the Delivery of Goods are estimates only. OA will use reasonable endeavours to deliver the Leased Goods to the Delivery Address on Premises, or before for packaging used by the Delivery Time Supplier, other than expressly provided for in the Order Form. 7.4.1.3 deliver the Leased Goods at the times and dates specified in the OrderOrder Form and Supplier agrees that the delivery shall include the unloading, stacking or installation of the Leased Goods by the Staff or the Supplier’s sub-contractors or carriers at such place as the Customer shall reasonably direct. 7.4.2 Time of delivery shall be of the essence and failure to delivery within the time promised or specified in the Order Form shall enable the Customer (at its sole discretion) to release itself from any obligation to accept and pay for the Leased Goods and/or terminate all or part of this Lease Agreement, in either case, without prejudice to the Customer’s rights and remedies set out in this Lease Agreement. 7.4.3 The Customer shall be under no obligation to accept or pay for any goods delivered in excess of the quantity specified in the Order Form. OA If the Customer elects not to accept such over-delivered goods it shall be entitled to give notice in writing to the Supplier to remove them within 5 Working Days of receipt by the Supplier of such notice and to refund to the Customer any expenses incurred by the Customer as a result of such over-delivery (including but not limited to the costs of moving and storing them) failing which the Customer shall be entitled to dispose of such goods and to charge the Supplier for the costs of such disposal. The risk in any over- delivered goods shall remain with the Supplier until they are collected by or on behalf of the Supplier or disposed of or purchased by the Customer, as appropriate. 7.4.4 The Customer shall be under no obligation to accept or pay for any goods supplied earlier than the date for delivery stated in the Order Form. 7.4.5 Without prejudice to the Customer’s remedies set out in clause 7.4.2, the Customer shall not be liable obliged to pay any Rental for Leased Goods in respect of any Claim or Loss by period prior to the Customer or any third party for a delay, inability or failure Leased Goods being delivered to effect a Delivery by the Delivery Time or at all. Any delay, inability or a failure by OA to effect a Delivery shall not entitle the Customer to treat this Agreement as repudiated by OAPremises Lease Agreement. 9.2 OA may notify 7.4.6 The issue by the Customer of a new Delivery Time in receipt note for the circumstances. 9.3 OA reserves the right to cancel an Order Confirmation at any time before or following the Delivery Time. OA Leased Goods shall not be liable for constitute any Claim or Loss whatsoever arising from such cancellation. Provided the Customer is not at fault for the cancellation, OA will refund any deposit or monies paid by the Customer in relation to any invoice/s issued by OA in respect acknowledgement of the Order. 9.4 Any term relating to the condition, quantity or nature of Goods is not a fundamental term (or the essence) of this Agreement. OA reserves the right to make partial deliveries against an Order and to invoice each partial Delivery separately and the Customer cannot reject Goods on the basis of a partial Delivery. 9.5 Where Goods remain in the possession of OA after the Delivery Time (including where the Customer fails for whatever reason to take Delivery of the Goods), OA is entitled to charge the Customer for all Claims or Losses occasioned by the Customer in not accepting Delivery, together with any Claims or Losses in respect of the carriage, care and custody of the Goods. 9.6 Unless otherwise agreed in writing by OA, all Goods will be delivered to the Delivery Address. The Customer must ensure that it or its employees or agents are in attendance at the Delivery Address at the agreed time or agreed period to accept Delivery of the Goods and to acknowledge receipt upon the consignment note or invoice accompanying the those Leased Goods. The Customer warrants that the person who signs the delivery notice is authorised to receive the Goods on their behalf. 9.7 A quantity, description, date and place of Delivery, as indicated on OAs invoice or dispatch note, shall be referenced as evidence of quantity, description, date and place of Delivery of the Goods. 9.8 If the Customer fails to take Delivery of the Goods on the specified date, and the Order is returned to OA, a second delivery charge may be imposed. 9.9 OA may arrange for the storage and carriage of Goods by couriers, contractors or sub-contractors. Notwithstanding any specific instructions given by the Customer as to the mode of carriage of Goods, and in the exercise of its absolute discretion, OA may have Goods carried or forwarded by any method which it deems fit. 9.10 Unless otherwise agreed in writing by OA, the cost of freight of Goods from the OA warehouse shall be paid for by the Customer. 9.11 Unless otherwise specified in a Quote, Goods shall be packed in OA standard packing. The cost of any special packing and packing materials required by the Customer shall be at the Customer’s expense. 9.12 A fixed $21.50 surcharge will be payable on the shipment of any dangerous Goods within an Order or such other surcharge amount as OA may in it's absolute discretion determine is applicable to the Order as specified in the Order Confirmation. 9.13 A fixed surcharge will be payable for any special and/or custom Orders which alters the original products by slitting, cutting or any other alteration of the product as specified in the Order Confirmation. 9.14 Once the Goods are altered, no returns or cancellations will be accepted unless the Goods are deemed to be defective. 9.15 Where Orders are freighted on a pallet provided by OA, OA may apply a fixed pallet charge to this order based on the size of pallet required as specified in the Order Confirmation. Due to the dimensions and weight of pallet orders, OA may be required to have Goods carried by any method which it deems fit.

Appears in 1 contract

Sources: Lease Agreement