Performance, Title & Delivery Clause Samples
The 'Performance, Title & Delivery' clause defines the obligations regarding how and when goods or services are provided, when ownership (title) transfers from seller to buyer, and the logistics of delivery. Typically, this clause specifies the standards for performance, the point at which risk and ownership pass to the buyer—such as upon shipment or receipt—and the responsibilities for arranging and paying for delivery. Its core function is to ensure both parties clearly understand their duties and the timing of risk transfer, thereby reducing disputes over delivery, ownership, and liability.
Performance, Title & Delivery. (a) Seller shall sell and deliver, or cause to be delivered, and Buyer shall purchase and receive, or cause to be received, Product, subject to the provisions of this Confirmation Agreement. Seller shall be responsible for the proper registration in MISO of the Planning Resource(s) from which the Product originates. Seller shall also be obligated to meet and perform, or cause a third party to meet and perform, all of the obligations of the MISO Documents associated with such Planning Resource(s) and for any costs or charges imposed on or liabilities associated with such obligations or Seller’s failure to meet and perform such obligations. Seller warrants good and marketable title to the Product delivered hereunder and agrees to indemnify and hold harmless Buyer from all claims, liabilities, taxes, and damages arising in relation or respect to the Product prior to delivery of the Product to Buyer. Buyer agrees to indemnify and hold harmless Seller from all claims, liabilities, taxes, and damages arising in relation or respect to the Product after delivery of the Product to Buyer except with respect to any costs or charges imposed on or liabilities associated with Seller’s performance of all of Seller’s obligations of the MISO Documents associated with such Planning Resource(s) or Seller’s failure to meet and perform such obligations.
(b) Seller shall accomplish delivery of the Contract Quantity specified in Table A by submitting the appropriate transaction(s) in MECT to electronically assign such Contract Quantity to Buyer and ensuring that sufficient PRCs are available in Seller’s MECT account to allow Buyer to confirm the PRC transaction. Buyer shall accomplish receipt of such Contract Quantity by confirming the appropriate transaction(s) submitted by Seller in the MECT. Delivery of such Contract Quantity may be accomplished by other means upon mutual written agreement of the Parties. Seller shall accomplish delivery of the Contract Quantity by submitting the appropriate transaction(s) in the MECT and ensuring that sufficient PRCs are available in Seller’s MECT account to allow Buyer to confirm the PRC transaction as soon as practicable, but no later than 12:00 p.m. (noon) Central Prevailing Time on the February 14th that immediately precedes the applicable Planning Year (the “Delivery Deadline”) and giving prompt written notice to Buyer of such submittal. Buyer shall accomplish receipt of such Contract Quantity by confirming the appropriate transaction(s...
Performance, Title & Delivery. With respect to each transaction hereunder, during the applicable Period of Delivery, Seller shall sell and deliver, or cause to be delivered, and Buyer shall purchase and receive, or cause to be received, Capacity and Buyer shall pay Seller the Capacity Price therefor. Seller shall be responsible for any costs or charges imposed on or liabilities and risks of loss associated with the possession, transmission and delivery of the Capacity up to and including the Delivery Point (which shall be where title to the Capacity shall pass) and Buyer shall be responsible for any costs or charges imposed on or liabilities and risks associated with possession of and transmission of the Capacity after the Delivery Point for so long as title to the product is held by Buyer. Seller warrants good and marketable title to the Capacity delivered hereunder and agrees to indemnify and hold harmless Buyer from all claims, liabilities, taxes, and damages arising in relation or respect to the Capacity for so long as title to the Capacity is held by Seller. ▇▇▇▇▇ agrees to indemnify and hold harmless Seller from all claims, liabilities, taxes, and damages arising in relation or respect to the Product for so long as title to the Capacity is held by ▇▇▇▇▇.