Common use of Non-Compliant Delivery Clause in Contracts

Non-Compliant Delivery. Over shipments and/or early deliveries may be returned at Seller’s sole expense, or Madison may delay processing the early delivery invoice until the Delivery Date. 4 CHANGES 4.1 Change or Cancellation. Madison may, without charge, change or cancel any portion of this Order including, without limitation, quantity required, Madison designs or specifications prior to shipment provided ▇▇▇▇▇▇▇ gives Seller notice. If Madison changes or cancels any portion of this Order as provided above, Seller shall provide Madison with a written claim for adjustment prior to shipment which contemplates Seller’s actual costs incurred as a direct result of such change or cancellation which are not recoverable by either: (i) the sale of Goods or provision of Services to other parties within a reasonable time or (ii) the exercise by Seller, in a commercially reasonable manner, of other mitigation measures. If the parties are unable to agree on the adjustment amount, ▇▇▇▇▇▇▇ may, without any liability to Seller, terminate this Order as to all Goods and/or Services affected. 4.2 No Process or Design Changes. Seller shall not make any process or design changes affecting Goods or Services without ▇▇▇▇▇▇▇’s prior written consent.

Non-Compliant Delivery. Over shipments and/or early deliveries may be returned at Seller’s sole expense, or Madison may delay processing the early delivery invoice until the Delivery Date. 4 CHANGES 4.1 Change or Cancellation. Madison may, without charge, change or cancel any portion of this Order including, without limitation, quantity required, Madison designs or specifications prior to shipment provided ▇▇▇▇▇▇▇ gives Seller notice. If Madison ▇▇▇▇▇▇▇ changes or cancels any portion of this Order as provided above, Seller shall provide Madison with a written claim for adjustment prior to shipment which contemplates Seller’s actual costs incurred as a direct result of such change or cancellation which are not recoverable by either: (i) the sale of Goods or provision of Services to other parties within a reasonable time or (ii) the exercise by Seller, in a commercially reasonable manner, of other mitigation measures. If the parties are unable to agree on the adjustment amount, ▇▇▇▇▇▇▇ may, without any liability to Seller, terminate this Order as to all Goods and/or Services affected. 4.2 No Process or Design Changes. Seller shall not make any process or design changes affecting Goods or Services without ▇▇▇▇▇▇▇’s prior written consent.