Common use of Passing of the Risk Clause in Contracts

Passing of the Risk. The Supplier bears the risk of damage to and perishing of the thing up to the point we or our agent accept the goods at the delivery location in accordance with the agreement. If a delivery includes installation by the Supplier at our premises or at a third-party location and/or acceptance is required by agreement or by law, the risk only passes to us on final acceptance by the end-user. We are entitled to the statutory offsetting and withholding rights, as well as to the defense of nonperformance of contract. We are authorized to retain payments when due, as long as we have any claims against the Supplier arising from incomplete or defective deliveries or services. The Supplier may only exercise a right to offset or a right of retention in the case of uncontested counterclaims or counterclaims recognized by declaratory judgment.