Shipping policy

(a) Unless otherwise agreed in writing, Products are shipped using Seller’s standard packaging and shipping methods, for which fees may apply. The products will be shipped to the destination specified by us, Free Carrier on Board (FCA, as defined in Incoterms® 2020) our shipping point. We will have the right, at our election, to make partial shipments of the products and to invoice each shipment separately. We reserve the right to stop delivery of products in transit and to withhold shipments in whole or in part if you fail to make any payment to us when due or otherwise fail to perform your obligations hereunder.

(b) Delivery dates provided by Seller are non-binding and time of delivery is not of the essence. All shipping dates are approximate only, and we will not be liable for any loss or damage resulting from any delay in delivery or failure to deliver which is due to any cause beyond our reasonable control. In the event of a delay due to any cause beyond our reasonable control, we reserve the right to terminate the order or any part of the order so affected, or to reschedule shipment within a reasonable period of time, and you will not be entitled to refuse delivery or otherwise be relieved of any obligations as the result of such delay. Products as to which delivery is delayed due to any cause within your control may be placed in storage by us at your risk and expense and for your account.

(c) Seller may, in its sole discretion, make partial shipments of Products and invoice immediately therefor. Purchaser shall pay for the units shipped whether such shipment is in whole or partial fulfillment of Purchaser’s order.

(d) With respect to certain Products, Seller reserves the right to (a) require the purchase of entire lots; and (b) allocate supply, to the extent such allocation is deemed necessary by Seller, among any or all customers (including Seller’s affiliates and distributors) at its sole discretion, without liability for any failure of performance which may result therefrom.

(e) You shall inspect products no later than five (5) days after receipt (“Inspection Period”). You will be deemed to have accepted the received products unless it notifies us in writing of any Nonconforming Products during the Inspection Period, furnishing evidence and any other documentation requested by us. “Nonconforming Products” means only those delivered products, or quantity thereof, which are different than identified in the order confirmation. If notified in accordance with this Section, Seller shall, in its sole discretion, (a) replace such Nonconforming Products with conforming Products, or (b) credit the price for such Nonconforming Products or, in the event of partial delivery, adjust the invoice to reflect the actual quantity delivered. Seller reserves the right to inspect Products. Purchaser acknowledges and agrees that the remedies set forth herein are the exclusive remedies for delivery of Nonconforming Products. Any returns, if authorized, shall be handled in accordance with Section 4 below.

(f) Notwithstanding the trade terms indicated above and subject to our right to stop delivery of the products in transit, title (excluding any software and works of authorship) and risk of loss of the products pass to you upon our transfer of the products to the carrier. Shipping and delivery dates are estimates only and cannot be guaranteed. We are not liable for any delays in shipments.

(g) Seller shall determine the location of Services. If Services are provided at Seller’s site or a third-party site authorized by Seller, Purchaser shall be responsible for any shipping and transportation costs, including any insurance costs, if applicable. If Services are provided at Purchaser’s site or another site under Purchaser’s control, Purchaser shall (a) cooperate with Seller in all matters relating to the provision of Services and provide access to premises and facilities as may reasonably be necessary or requested, including a safe work environment; (b) promptly provide any requested materials, direction, information, approvals, authorizations, or decisions (“Information”); and (c) ensure that such Information is materially complete and accurate.