RIX Industries Flow Downs

8/20/2020

Description:

DELIVERY

Clause:

DELIVERY: Shipments made pursuant to this Order must beshipped as specified in the Purchase Order. If Seller does not use Buyer’sspecified carrier(s) and Buyer incurs additional freight cost as a result, suchadditional freight cost shall be Seller’s responsibility. Moreover, unlessotherwise specified, Seller hereby agrees to the following: (a) Buyer reserves the right to refuse shipments made inadvance of the schedule set forth in this Order. If Seller tenders Items fordelivery to Buyer in advance of the delivery date specified in Buyer’s deliveryschedules, Buyer may, in its absolute discretion, either (i) refuse delivery, returnearly deliveries at Seller’s expense, and require re-delivery at Seller’s expenseon the delivery date, or (ii) retain such Items and make payment in accordancewith the original payment schedule in the Purchase Order regardless of theactual date of delivery. Seller bears the risk of loss of all Items delivered inadvance of the delivery date specified in Buyer’s delivery schedules. (b) Overshipment allowances require prior Buyerauthorization, and will be applied to the entire Order. Unauthorizedovershipments shall be returned to Seller at Seller’s sole expense. Seller hasthe right to deem overshipments uneconomical to return, relieving Buyer ofresponsibility to return or pay for the overshipment. (c) Time is of the essence in Seller’s performance of theOrder, and Seller shall deliver Items and Services by the delivery date specifiedin Buyer’s delivery schedules. If Seller tenders Items for delivery to Buyer afterthe delivery date specified in Buyer’s delivery schedules: (1) Buyer may, in its sole discretion, refuse latedeliveries. (2) If Buyer agrees to accept deliveries after thecontracted delivery date, the Parties agree that delays which are not excusable or mutually agreed upon shall be subject to liquidateddamages of one percent (1%) of the total order value per day, up toa maximum amount of twenty-five percent (25%) of the PurchaseOrder value, for each day delivery or performance is delayed beyondthe date set forth in the Schedule of this Purchase Order. Suchliquidated damages shall be paid by Seller within sixty (60) days ofBuyer’s acceptance of such deliveries. Buyer’s right hereunder torecover liquidated damages for Seller’s delayed performance is notan exclusive remedy for delay and shall be in addition to all otherrights and remedies that Buyer has under this Order and at law andequity. The liquidated damages amount shall be subtracted from theline item value. If the delivery delay was as a result of any actiontaken on the part of Buyer, Seller shall notify Buyer in writing at thetime the delay occurs and request that Buyer waive liquidateddamages provided herein. Failure to notify Buyer will result inliquidated damages. Seller may not refuse shipment of said line itemto avoid late delivery liquidated damages. (3) If Buyer agrees to accept deliveries after thedelivery date has passed, Buyer shall have the right to direct Sellerto make shipments by the most expeditious means and the total costof such expedited shipment and handling shall be borne by Seller. (4) Acceptance of late deliveries shall not bedeemed a waiver of Buyer’s right to hold Seller liable for any lossor damage resulting therefrom, nor shall it act as a modification ofSeller’s obligation to make future deliveries in accordance with thedelivery schedule set forth in this Order. (5) Seller at the request of Buyer, shall provide awritten explanation for the root cause of the delay, Seller’scorrective action plan to address the late deliveries and assurancesthat Seller will make all future deliveries in accordance with theOrder requirements and schedule. (d) Delivery shall be to the location directed by Buyer.