Common use of Orders and Delivery Clause in Contracts

Orders and Delivery. 4.1 The Purchaser may from time to time place Purchase Orders on the Supplier for the Goods and/or Services. Nothing in this Agreement shall prevent the Purchaser from purchasing the same or similar goods and services from a third party. 4.2 The Purchaser may at any time terminate a PO, or where applicable this Agreement, for convenience if the relevant contract in terms whereof Goods and/or Services are on-sold by the Purchaser to a Customer is terminated, by giving the Supplier 30 (thirty) days’ written notice to such effect, in which event the Purchaser shall be liable to pay only for Goods ordered under Purchase Orders placed prior to the delivery of such notice of termination. 4.3 The Goods to be supplied pursuant to this Agreement shall be delivered by the Supplier DDP Delivered Duty Paid (at the Purchaser’s or the Customer’s premises, Gauteng) on or before the delivery date/s stated in the relevant PO or delivery schedule. Time is of the essence in the performance of the Supplier’s obligations. 4.4 Subject to the Supplier’s strict compliance with this clause 4, the Purchaser shall grant to the Supplier an extension of time if and to the extent that delivery is or will be delayed by the following causes: 4.4.1 Additional Goods and/or Services are ordered under clause 5, or 4.4.2 Any delay, impediment or prevention caused by either force majeure or the Purchaser occurs. 4.5 If the Supplier considers itself entitled to an extension of time, the Supplier shall give notice to the Purchaser describing the event or circumstance giving rise to the requested extension of time (in this clause referred to as the “claim”). The notice shall be given as soon as practicable, and in any event not later than 2 (two) days after the Supplier became aware, or should have become aware, of the event or circumstance. 4.6 Within 7 (seven) days after the Supplier sent the notice referred to in clause 4.5 or within such other period as may be proposed by the Supplier and approved by the Purchaser, the Supplier shall send to the Purchaser a fully detailed claim and revised draft delivery schedule which includes full supporting particulars of the basis and duration of the claim. If the event or circumstance giving rise to the claim has a continuing effect: 4.6.1 this fully detailed claim shall be considered as interim; 4.6.2 the Supplier shall send further interim claims at weekly intervals, giving the accumulated delay, and such further particulars as the Purchaser may reasonably require; and 4.6.3 the Supplier shall send a final claim within 7 (seven) days after the end of the effects resulting from the event or circumstance, or within such other period as may be proposed by the Supplier and approved by the Purchaser. 4.7 Within 7 (seven) days after receiving a claim or any further particulars supporting a previous claim, or within such other period as may be proposed by the Purchaser and approved by the Supplier, the Purchaser shall respond with approval, or with disapproval and detailed comments. It may also request further clarification or additional particulars. Should the Purchaser fail to respond within the stated time, it shall be deemed to have rejected the claim. 4.8 A revised delivery schedule shall only become valid and binding once approved by the Purchaser, which approval shall not be unreasonably withheld.

Orders and Delivery. 4.1 6.1 When the Distributor (or Affiliate) wishes to order any Products from the Supplier, the Distributor (or Affiliate) shall issue to the Supplier an Order detailing the Specification and the quantity of such Products and the time of delivery. 6.2 The Purchaser Supplier shall deliver the ordered Products ex-works Karlstad. 6.3 Time shall be of the essence in relation to delivery of the Products under this Agreement. The Supplier agrees to hold a minimum level of stock as prescribed in Schedule 3. The Supplier shall notify the Distributor with details of the stock levels at the end of each calendar month. 6.4 If for any reason, the Distributor (or Affiliate) is unable to accept delivery of the Products the Supplier will store the Products, safeguard them and take all reasonable steps to prevent their deterioration until delivery can take place for a maximum period of 30 days (such stock counting towards the minimum stock levels). 6.5 The Supplier warrants to the Distributor that the Supplier has absolute title to the Products and that it will transfer absolute title in the Products to the Distributor. 6.6 Risk and title in the Products shall pass to the Distributor (or relevant Affiliate) on delivery to the Distributor (or Affiliate). 6.7 Without prejudice to any other rights the Distributor may from time to time place Purchase Orders have, the Distributor (or relevant Affiliate) may within 60 days of receipt of any Products requested in an Order, reject such Products if in its reasonable opinion the Products do not meet the Specification by notifying the Supplier and requiring the Supplier, at the Supplier’s sole discretion, to: (a) replace and re-supply all Products that are not in accordance with the Specification; or (b) provide a full refund in respect of purchase and delivery costs of such Products. 6.8 All of the provisions of this Agreement (with the exception of any obligation on the Supplier for the Goods and/or Services. Nothing Distributor to make any additional payment) shall apply in this Agreement shall prevent the Purchaser from purchasing the same respect of any replacement or similar goods and services from a third partyre-supplied Products. 4.2 6.9 The Purchaser may Distributor (and its duly authorised agents) shall, upon reasonable notice, be granted: (a) access to the premises of the Supplier (and its subcontractors) and be allowed to inspect and/or test the Products (and the relevant facilities and processes) at any time terminate prior to placement of an order or delivery; (b) access to such accounting and other records of the Supplier at the Supplier’s premises relating to this Agreement and the manufacture and sale of the Products under this Agreement as are necessary to enable the Distributor to verify that the terms of this Agreement have been complied with by the Supplier. 6.10 The Supplier shall make available free of charge equipment, materials, services and facilities that are available at the Supplier’s premises for carrying out such tests on the Products necessary to ensure the Products are in accordance with the Specification. 6.11 If, as a POresult of any such inspection or testing, or where applicable it is apparent that the Products will not comply in all respects with this Agreement, for convenience if the Distributor may notify the Supplier as soon as practicable after the relevant contract in terms whereof Goods and/or Services are on-sold by the Purchaser to a Customer is terminated, by giving the Supplier 30 (thirty) days’ written notice to such effectinspection or testing, in which event case the Purchaser Supplier shall be liable take all steps which are necessary to pay only for Goods ordered under Purchase Orders placed prior to the delivery of ensure such notice of terminationcompliance. 4.3 6.12 Notwithstanding any inspection or testing in accordance with this clause 6, the Supplier shall remain fully responsible for the Products and any such inspection or testing shall not remove, diminish or otherwise affect the Supplier’s obligations under this Agreement. 6.13 The Goods Supplier shall in accordance with the Specification provide in respect of all items all applicable certificates (including certificates of analysis, tests, inspection or origin), operating and safety instructions, warning notices and customs documentation (free of charge). 6.14 Unless otherwise specified by the Distributor, all information and documentation to be supplied provided by the Supplier (or the Subcontractors) pursuant to this Agreement shall be delivered by the Supplier DDP Delivered Duty Paid (at the Purchaser’s or the Customer’s premises, Gauteng) on or before the delivery date/s stated in the relevant PO or delivery schedule. Time is of the essence in the performance of the Supplier’s obligationsEnglish language. 4.4 Subject to the Supplier’s strict compliance with this clause 4, the Purchaser shall grant to the Supplier an extension of time if and to the extent that delivery is or will be delayed by the following causes: 4.4.1 Additional Goods and/or Services are ordered under clause 5, or 4.4.2 Any delay, impediment or prevention caused by either force majeure or the Purchaser occurs. 4.5 If the Supplier considers itself entitled to an extension of time, the Supplier shall give notice to the Purchaser describing the event or circumstance giving rise to the requested extension of time (in this clause referred to as the “claim”). The notice shall be given as soon as practicable, and in any event not later than 2 (two) days after the Supplier became aware, or should have become aware, of the event or circumstance. 4.6 Within 7 (seven) days after the Supplier sent the notice referred to in clause 4.5 or within such other period as may be proposed by the Supplier and approved by the Purchaser, the Supplier shall send to the Purchaser a fully detailed claim and revised draft delivery schedule which includes full supporting particulars of the basis and duration of the claim. If the event or circumstance giving rise to the claim has a continuing effect: 4.6.1 this fully detailed claim shall be considered as interim; 4.6.2 the Supplier shall send further interim claims at weekly intervals, giving the accumulated delay, and such further particulars as the Purchaser may reasonably require; and 4.6.3 the Supplier shall send a final claim within 7 (seven) days after the end of the effects resulting from the event or circumstance, or within such other period as may be proposed by the Supplier and approved by the Purchaser. 4.7 Within 7 (seven) days after receiving a claim or any further particulars supporting a previous claim, or within such other period as may be proposed by the Purchaser and approved by the Supplier, the Purchaser shall respond with approval, or with disapproval and detailed comments. It may also request further clarification or additional particulars. Should the Purchaser fail to respond within the stated time, it shall be deemed to have rejected the claim. 4.8 A revised delivery schedule shall only become valid and binding once approved by the Purchaser, which approval shall not be unreasonably withheld.

Orders and Delivery. 4.1 The Purchaser may from time to time place Purchase Orders on the Supplier for the Goods and/or Services. Nothing in this Agreement shall prevent the Purchaser from purchasing the same or similar goods and services from a third party. 4.2 The Purchaser may at any time terminate a PO, or where applicable this Agreement, for convenience if the relevant contract in terms whereof Goods and/or Services are on-sold by the Purchaser to a Customer is terminated, by giving the Supplier 30 (thirty) days’ written notice to such effect, in which event the Purchaser shall be liable to pay only for Goods ordered under Purchase Orders placed prior to the delivery of such notice of termination. 4.3 The Goods to be supplied pursuant to this Agreement shall be delivered by the Supplier DDP Delivered Duty Paid DAP (at the Purchaser’s or the Customer’s premises, Gauteng) on or before the delivery date/s date(s) stated in the relevant PO or delivery schedule. Time is of the essence in the performance of the Supplier’s obligations. 4.4 Subject to the Supplier’s strict compliance with this clause 4, the Purchaser shall grant to the Supplier an extension of time if and to the extent that delivery is or will be delayed by the following causes: 4.4.1 Additional Goods and/or Services are ordered under clause 5, or 4.4.2 Any delay, impediment or prevention caused by either force majeure vis major or the Purchaser occurs. 4.5 If the Supplier considers itself entitled to an extension of time, the Supplier shall give notice to the Purchaser describing the event or circumstance giving rise to the requested extension of time (in this clause referred to as the “claim”). The notice shall be given as soon as practicable, and in any event not later than 2 (two) days after the Supplier became aware, or should have become aware, of the event or circumstance. 4.6 Within 7 (seven) days after the Supplier sent the notice referred to in clause 4.5 or within such other period as may be proposed by the Supplier and approved by the Purchaser, the Supplier shall send to the Purchaser a fully detailed claim and revised draft delivery schedule which includes full supporting particulars of the basis and duration of the claimclaim and of the extension of time. If the event or circumstance giving rise to the claim has a continuing effect: 4.6.1 this fully detailed claim shall be considered as interim; 4.6.2 the Supplier shall send further interim claims at weekly intervals, giving the accumulated delay, and such further particulars as the Purchaser may reasonably require; and 4.6.3 the Supplier shall send a final claim within 7 (seven) days after the end of the effects resulting from the event or circumstance, or within such other period as may be proposed by the Supplier and approved by the Purchaser. 4.7 Within 7 (seven) days after receiving a claim or any further particulars supporting a previous claim, or within such other period as may be proposed by the Purchaser and approved by the Supplier, the Purchaser shall respond with approval, or with disapproval and detailed comments. It may also request further clarification or additional particulars. Should the Purchaser fail to respond within the stated time, it shall be deemed to have rejected the claim. 4.8 A revised delivery schedule shall only become valid and binding once approved by the Purchaser, which approval shall not be unreasonably withheld.

Orders and Delivery. 4.1 8.1. Within 30 days of the Effective Date, the Company shall furnish the Manufacturer with a non-binding forecast, estimating the quantity of each Product that the Company intends to purchase from the Manufacturer during the following 6-month period (the “Forecast”). The Purchaser may Forecast will be revolving and updated, from time to time, by the Company prior to the expiration of each month covered by the Forecast, so that the Forecast shall at any given time place Purchase Orders on cover a period of 6 months. 8.2. Upon submission of the Supplier Forecast to the Manufacturer, the Company shall furnish the Manufacturer with a binding purchase order for Products for the Goods and/or Services. Nothing in this Agreement shall prevent ensuing 3-month period and shall, 30 days prior to the Purchaser from purchasing expiration of the same or similar goods aforementioned 3-month period and services from of each consecutive 3-month period furnish the Manufacturer with a third partybinding purchase order for Products for the respective following 3-month period(s) (the “Binding Purchase Orders”). 4.2 8.3. Any Products covered by a Binding Purchase Order shall be Manufactured by the Manufacturer and delivered to the Company, or to a destination specified by the Company, within 5 days, earlier or after, of the date specified in the Binding Purchase Order, provided however that with respect to any Additional Increased Products (as defined in Section 8.4.1 below), the delivery period shall be within 30 days of submission by the Company of the notice requiring the relevant increase. 8.4. Notwithstanding anything else to the contrary contained herein, the Company shall be entitled to (by giving written notice to the Manufacturer): 8.4.1. Increase the number of Products covered by any Binding Purchase Order (the “Additional Increased Products”), provided that the aggregate Products ordered by the Company during any given 6-month period shall not exceed by more than 35% the respective Forecast, unless accepted by the Manufacturer in writing; or 8.4.2. Require the Manufacturer to postpone delivery of any Product covered by a Binding Purchase Order (including any Additional Increased Products) by up to 60 days, provided that such requirement is submitted to the Manufacturer not later than 30 days prior to the specified Delivery Date; or 8.4.3. Cancel any Binding Purchase Order, in whole or in part, provided that a notice with respect thereto is submitted to the Manufacturer not later than 45 days prior to the specified Delivery Date and that the Company shall reimburse the Manufacturer for all costs actually spent in the purchase of the Materials pertaining thereto, as evidenced by proper documentation, against delivery of such Materials to the Company. 8.5. Delivery of Products shall be made on a FCA (as such term is defined in Incoterms 2000, publication 560 of the International Chamber of Commerce) Ben-Gurion airport basis. The Purchaser may Company shall have the right to designate one or more destinations for the Products of each Binding Purchase Order 10 days prior to the shipment by the Manufacturer. 8.6. If the Manufacturer discovers at any time terminate that, using best efforts, it is unable to deliver a POBinding Purchase Order on a respective Delivery Date, the Manufacturer shall immediately so notify the Company and inform the Company of the earliest possible alternative delivery date. Upon the Company’s receipt of such notice or where applicable this Agreement, for convenience if the relevant contract in terms whereof Goods and/or Services are on-sold by Manufacturer has failed to so notify the Purchaser to a Customer is terminated, by giving the Supplier Company at least 30 (thirty) days’ written notice to such effect, in which event the Purchaser shall be liable to pay only for Goods ordered under Purchase Orders placed days prior to the delivery of such notice of termination. 4.3 The Goods relevant Delivery Date, the Company may, at its sole option (without derogating from any additional or other remedy or right that may be available to be supplied it pursuant to this Agreement and/or the applicable law): 8.6.1. Cancel, in whole or in part, the Binding Purchase Order, refuse to accept delivery and return the cancelled Products, as aforesaid, to the Manufacturer, freight collect, at the Manufacturer’s risk; or 8.6.2. Reschedule the delivery date to a date agreeable to the Manufacturer, which date shall be delivered become the Delivery Date. 8.7. The Manufacturer may make delivery of less than the full number of Products included in a Binding Purchase Order only with the prior written approval of the Company. 8.8. The Manufacturer warrants that it has obtained all standard government, health, consumer protection and safety approvals required by the Supplier DDP Delivered Duty Paid (at the Purchaser’s or the Customer’s premisesapplicable law, Gauteng) on or before the delivery date/s stated if any, in Israel, Europe and in the relevant PO or U.S.A., with respect to the Manufacture, sale and delivery schedule. Time is of the essence in the performance of the Supplier’s obligationsProducts. 4.4 Subject to the Supplier’s strict compliance with this clause 4, the Purchaser shall grant to the Supplier an extension of time if and to the extent that delivery is or will be delayed by the following causes: 4.4.1 Additional Goods and/or Services are ordered under clause 5, or 4.4.2 Any delay, impediment or prevention caused by either force majeure or the Purchaser occurs. 4.5 If the Supplier considers itself entitled to an extension of time, the Supplier shall give notice to the Purchaser describing the event or circumstance giving rise to the requested extension of time (in this clause referred to as the “claim”). The notice shall be given as soon as practicable, and in any event not later than 2 (two) days after the Supplier became aware, or should have become aware, of the event or circumstance. 4.6 Within 7 (seven) days after the Supplier sent the notice referred to in clause 4.5 or within such other period as may be proposed by the Supplier and approved by the Purchaser, the Supplier shall send to the Purchaser a fully detailed claim and revised draft delivery schedule which includes full supporting particulars of the basis and duration of the claim. If the event or circumstance giving rise to the claim has a continuing effect: 4.6.1 this fully detailed claim shall be considered as interim; 4.6.2 the Supplier shall send further interim claims at weekly intervals, giving the accumulated delay, and such further particulars as the Purchaser may reasonably require; and 4.6.3 the Supplier shall send a final claim within 7 (seven) days after the end of the effects resulting from the event or circumstance, or within such other period as may be proposed by the Supplier and approved by the Purchaser. 4.7 Within 7 (seven) days after receiving a claim or any further particulars supporting a previous claim, or within such other period as may be proposed by the Purchaser and approved by the Supplier, the Purchaser shall respond with approval, or with disapproval and detailed comments. It may also request further clarification or additional particulars. Should the Purchaser fail to respond within the stated time, it shall be deemed to have rejected the claim. 4.8 A revised delivery schedule shall only become valid and binding once approved by the Purchaser, which approval shall not be unreasonably withheld.

Orders and Delivery. 4.1 The Purchaser may from time to time place Purchase Orders on the Supplier for the Goods and/or Services. Nothing in this Agreement shall prevent the Purchaser from purchasing the same or similar goods and services from a third party. 4.2 The Purchaser may at any time terminate a PO, or where applicable this Agreement, for convenience if the relevant contract in terms whereof Goods and/or Services are on-sold by the Purchaser to a Customer is terminated, by giving the Supplier 30 (thirty) days’ written notice to such effect, in which event the Purchaser shall be liable to pay only for Goods ordered under Purchase Orders placed prior to the delivery of such notice of termination. 4.3 The Goods to be supplied pursuant to this Agreement shall be delivered by the Supplier DDP Delivered Duty Paid (at the Purchaser’s or the Customer’s premises, Gauteng) on or before the delivery date/s stated in the relevant PO or delivery schedule. Time is of the essence in the performance of the Supplier’s obligations. 4.4 Subject to the Supplier’s strict compliance with this clause 4, the Purchaser shall grant to the Supplier an extension of time if and to the extent that delivery is or will be delayed by the following causes: 4.4.1 Additional Goods and/or Services are ordered under clause 5, or 4.4.2 Any delay, impediment or prevention caused by either force majeure vis major or the Purchaser occurs. 4.5 If the Supplier considers itself entitled to an extension of time, the Supplier shall give notice to the Purchaser describing the event or circumstance giving rise to the requested extension of time (in this clause referred to as the “claim”). The notice shall be given as soon as practicable, and in any event not later than 2 (two) days after the Supplier became aware, or should have become aware, of the event or circumstance. 4.6 Within 7 (seven) days after the Supplier sent the notice referred to in clause 4.5 or within such other period as may be proposed by the Supplier and approved by the Purchaser, the Supplier shall send to the Purchaser a fully detailed claim and revised draft delivery schedule which includes full supporting particulars of the basis and duration of the claim. If the event or circumstance giving rise to the claim has a continuing effect: 4.6.1 this fully detailed claim shall be considered as interim; 4.6.2 the Supplier shall send further interim claims at weekly intervals, giving the accumulated delay, and such further particulars as the Purchaser may reasonably require; and 4.6.3 the Supplier shall send a final claim within 7 (seven) days after the end of the effects resulting from the event or circumstance, or within such other period as may be proposed by the Supplier and approved by the Purchaser. 4.7 Within 7 (seven) days after receiving a claim or any further particulars supporting a previous claim, or within such other period as may be proposed by the Purchaser and approved by the Supplier, the Purchaser shall respond with approval, or with disapproval and detailed comments. It may also request further clarification or additional particulars. Should the Purchaser fail to respond within the stated time, it shall be deemed to have rejected the claim. 4.8 A revised delivery schedule shall only become valid and binding once approved by the Purchaser, which approval shall not be unreasonably withheld.