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<br />Page 2 <br /> <br />8. DELIVERY. <br />A. The Products will be delivered within a reasonable <br />time after the receipt of Buyer’s order. Delivery dates are <br />approximate and are dependent upon prompt receipt of <br />all necessary Buyer-furnished information and materials <br />(if applicable). Penalty fees/liquidated damages that may <br />be associated with any late delivery will not apply unless <br />mutually agreed in writing at the time of order <br />acknowledgement. <br />B. Unless otherwise agreed in writing by the parties, <br />Seller shall make the Products available at the Bray <br />factory (the “Delivery Point”). The title to and risk of <br />loss for Products passes to Buyer upon signing of the <br />bill of lading by the transportation company (which <br />signifies the delivery of the Products to the <br />transportation company for shipment to Buyer). Buyer <br />shall be responsible for all loading costs and provide <br />equipment and labor reasonably suited for receipt of the <br />Products at the Delivery Point. <br />C. All Prices are quoted ExWorks (EXW) Bray <br />factory or such other place that Seller shall designate <br />on the Quotation. Seller does not insure shipments <br />beyond the Delivery Point and, therefore, all claims of <br />lost or damaged Products in transit must be filed directly <br />with the transportation company by Buyer. Seller shall <br />select the method of shipment and the carrier for the <br />Products. Seller may ship via the Buyer’s choice if <br />routing is satisfactory and rates equal to or less than <br />Seller’s normal choice. In the case of higher than normal <br />special shipping requirements, Seller will ship the <br />Products at Buyer’s expense (including a handling fee or <br />collect basis) and Buyer will not receive any credit for <br />freight charges that under normal circumstances would <br />be incurred by Seller. There may be only one <br />destination per order. <br />D. Bray’s standard document package will be <br />provided—please see associated Quotation for <br />details on what is included in document package for <br />associated Product(s); document package will be <br />delivered via electronic delivery (additional charges <br />may apply if hard copy is required). <br />E. If for any reason Buyer fails to accept delivery of <br />Products on the date fixed pursuant to Seller’s notice <br />to Buyer that the Products are being made available <br />for delivery at the Delivery Point: (i) risk of loss to <br />the Products shall pass to Buyer, (ii) the Products shall <br />be deemed to have been delivered and accepted by Buyer <br />and (iii) Seller, at its option, may store the Products until <br />Buyer picks them up, whereupon Buyer shall be liable <br />for all related costs and expenses (including, without <br />limitation, storage and insurance). Any failure of Buyer <br />to provide appropriate instructions, documents, licenses <br />or authorizations in connection with delivery of <br />Products shall be deemed to be a failure of Buyer to <br />accept delivery of Products at such time as such Products <br />are otherwise available for delivery. Any orders held by <br />Seller more than t h i r t y (30) days may be treated <br />as a cancelled and the Products deemed returned. <br />9. INSPECTION AND REJECTION OF <br />NONCONFORMING PRODUCTS. <br />A. Buyer shall inspect the Products within ten <br />(10) days of receipt (“Inspection Period”). Buyer <br />will be deemed to have accepted the Products unless it <br />notifies Seller in writing of any Nonconforming <br />Products during the Inspection Period and furnishes <br />such written evidence or other documentation as <br />reasonably required by Seller. “Nonconforming <br />Products” means that the Products shipped are <br />different than those identified in Buyer’s purchase <br />order. <br />B. If Buyer timely notifies Seller of any <br />Nonconforming Products during the Inspection Period, <br />Seller shall, in its sole discretion, (i) replace such <br />Nonconforming Products with conforming Products, or <br />(ii) credit or refund the Price for such Nonconforming <br />Products, together with any reasonable shipping and <br />handling expenses incurred by Buyer in connection <br />therewith. Buyer shall ship, at its expense and risk of <br />loss, the Nonconforming Products to the Bray factory <br />or such other place that Seller shall designate on the <br />Quotation. Upon Seller’s confirmation of the <br />nonconforming nature of the Nonconforming <br />Products, Seller shall credit the Buyer’s expense for <br />such shipment against the Buyer’s payment obligations <br />to Seller. If Seller exercises its option to replace such <br />Nonconforming Products, Seller shall, after receiving <br />Buyer’s shipment of returned Nonconforming <br />Products, ship to Buyer the replaced Products and <br />the terms of Section 8(B) shall apply for such <br />replaced Products, except that Seller shall be <br />responsible for the costs and expenses for such <br />shipment. <br />C. Buyer acknowledges and agrees that the remedies <br />set forth in Section 9(B) (exercised in accordance with <br />these Terms) are Buyer’s exclusive remedies for the <br />delivery of Nonconforming Products. <br />10. CHANGE ORDER / CANCELLATIONS. <br />Orders received and accepted by Seller may not be <br />changed or cancelled except on terms satisfactory to <br />Seller and which prevent Seller from incurring any loss. <br />Seller will not accept changes or cancellations of <br />Products, whether standard, non-standard or special, <br />without full reimbursement of all related expenses <br />incurred to date. Buyer must request all cancellations and <br />change orders in writing, and must be signed by an <br />authorized representative of Seller to be effective. Any <br />changes or cancellations of Projects will be subject to <br />appropriate changes in discounts, freight costs and other <br />charges to Buyer. <br />