DELIVERY & SHIPPING
DELIVERY AND SHIPPING TERMS
(a) The Goods or Services will be delivered within a reasonable time after the written acceptance of Buyer's purchase order subject to availability of finished Goods or Services and consistent with any delivery information provided by Seller. Seller shall not be liable for any delays in providing Goods or Services, nor for any loss or damage in transit.
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(b) Unless otherwise agreed in writing by the parties, Seller shall deliver the Goods Ex Works Seller’s facility (Incoterms 2020) using Seller's standard methods for packaging and shipping such Goods. Buyer agrees to pay all transportation charges incurred after the Goods are made available to the carrier and to reimburse Seller for any transit insurance or freight pre-paid for the Goods by Seller. All shipping and delivery dates are approximate only.
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(c) Where Buyer furnishes special transportation instructions, any special expense is to be borne by the Buyer, including special handling, packaging, and additional freight charges. When export instructions or special packaging are required and have been agreed upon by both Seller and Buyer, any extra charges such as export duties, licenses, fees and the like shall be borne by Buyer.
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(d) Seller may, in its sole discretion, without liability or penalty, make partial shipments of Goods to Buyer. Each shipment will constitute a separate sale, and Buyer shall pay for the units shipped whether such shipment is in whole or partial fulfillment of Buyer's purchase order.
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(e) If for any reason Buyer fails to accept delivery of any of the Goods, or if Seller is unable to deliver the Goods because Buyer has not provided appropriate instructions, documents, licenses or authorizations: (i) risk of loss to the Goods shall pass to Buyer; (ii) the Goods shall be deemed to have been delivered; and (iii) Seller, at its option, may store the Goods until Buyer picks them up, whereupon Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).
TITLE AND RISK OF LOSS
Title and risk of loss passes to Buyer upon delivery, i.e., when Seller makes the Goods available for pick up by a common carrier as per the Incoterms above, and Buyer shall have the responsibility of filing any claims for loss, damage, delay or otherwise, with the carrier, insured or other related third parties. As collateral security for the payment of the purchase price of the Goods, Buyer hereby grants to Seller a lien on and security interest in and to all of the right, title and interest of Buyer in, to and under the Goods, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. The security interest granted under this provision constitutes a purchase money security interest under the relevant state Uniform Commercial Code.