Seller Force Majeure. 12.1.1 Seller shall not be liable for any failure to perform or delay in the performance of its obligations under a Confirmation Notice (including in relation to demurrage), other than the payment of money when due, if and to the extent that its performance is prevented, impeded or delayed by an act, event or circumstance or combination of acts, events or circumstances which are beyond the reasonable control of Seller, and the effects of which cannot be prevented or mitigated by the exercise of reasonable steps by Seller acting as a Reasonable and Prudent Operator (“Seller Force Majeure”). Provided that the foregoing requirements are satisfied, Seller Force Majeure shall include the following: 12.1.1.1 fire, flood, atmospheric disturbance, lightning, storm, typhoon, hurricane, tornado, earthquake, landslide, soil erosion, subsidence, washout, epidemic or other natural disaster or act of God; 12.1.1.2 war (whether declared or undeclared), riot, civil war, blockade, insurrection, acts of public enemies, acts of terrorism or threat thereof, piracy or civil disturbances; 12.1.1.3 in the case of a DAP delivery, with respect to the Discharge Port, (i) strike, lockout or other industrial disturbance, (ii) breakdown or unavailability of port facilities (including but not limited to channel, tugs or pilots), or (iii) acts of or unavailability of government or port authorities, or compliance with such acts or unavailability, that directly affect the ability of Seller (whether directly or through the Seller’s Transporter) to perform its obligations hereunder; 12.1.1.4 loss or inoperability of or damage to Seller’s Facilities; 12.1.1.5 in the case of a DAP delivery, with respect to the relevant LNG Ship, (i) strike, lockout or other industrial disturbance occurring aboard such LNG Ship or at a port or other facility at which such LNG Ship calls while in passage en route from Seller’s Facilities (ii) loss of such LNG Ship, (iii) serious accidental damage thereto requiring removal of the LNG Ship from service, or (iv) mechanical breakdown or inoperability of such LNG Ship; or 12.1.1.6 acts of governments, or compliance with such acts that directly affect the ability of (i) in the case of a DAP delivery, Seller, Seller’s supplier, Transporter or the operator of Seller’s Facilities or (ii) in the case of an FOB delivery, Seller or Seller’s supplier or the operator of Seller’s Facilities, to perform such that Seller cannot fulfil its obligations under a Confirmation Notice, except to the extent that they constitute remedies or sanctions lawfully exercised by a Competent Authority as a result of a breach of any directive or any law in effect on the relevant Confirmation Date; and provided, for the avoidance of doubt, that failure of an LNG Ship to pass an inspection performed by the United States Coast Guard or other similar state or local entity shall not be considered a Seller Force Majeure event unless such failure is the result of circumstances beyond the reasonable control of Seller.
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Samples: Sale and Purchase Agreement, Sale and Purchase Agreement
Seller Force Majeure. 12.1.1 Seller shall not be liable for any failure to perform or delay in the performance of its obligations under a Confirmation Notice (including in relation to demurrage), other than the payment of money when due, if and to the extent that its performance is prevented, impeded or delayed by an act, event or circumstance or combination of acts, events or circumstances which are beyond the reasonable control of Seller, and the effects of which cannot be prevented or mitigated by the exercise of reasonable steps by Seller acting as a Reasonable and Prudent Operator (“Seller Force Majeure”). Provided that the foregoing requirements are satisfied, Seller Force Majeure shall include the following:
12.1.1.1 : fire, flood, atmospheric disturbance, lightning, storm, typhoon, hurricane, tornado, earthquake, landslide, soil erosion, subsidence, washout, epidemic or other natural disaster or act of God;
12.1.1.2 ; war (whether declared or undeclared), riot, civil war, blockade, insurrection, acts of public enemies, acts of terrorism or threat thereof, piracy or civil disturbances;
12.1.1.3 ; in the case of a DAP delivery, with respect to the Discharge Port, (i) strike, lockout or other industrial disturbance, (ii) breakdown or unavailability of port facilities (including but not limited to channel, tugs or pilots), or (iii) acts of or unavailability of government or port authorities, or compliance with such acts or unavailability, that directly affect the ability of Seller (whether directly or through the Seller’s Transporter) to perform its obligations hereunder;
12.1.1.4 ; loss or inoperability of or damage to Seller’s Facilities;
12.1.1.5 ; in the case of a DAP delivery, with respect to the relevant LNG Ship, (i) strike, lockout or other industrial disturbance occurring aboard such LNG Ship or at a port or other facility at which such LNG Ship calls while in passage en route from Seller’s Facilities (ii) loss of such LNG Ship, (iii) serious accidental damage thereto requiring removal of the LNG Ship from service, or (iv) mechanical breakdown or inoperability of such LNG Ship; or
12.1.1.6 or acts of governments, or compliance with such acts that directly affect the ability of (i) in the case of a DAP delivery, Seller, Seller’s supplier, Transporter or the operator of Seller’s Facilities or (ii) in the case of an FOB delivery, Seller or Seller’s supplier or the operator of Seller’s Facilities, to perform such that Seller cannot fulfil its obligations under a Confirmation Notice, except to the extent that they constitute remedies or sanctions lawfully exercised by a Competent Authority as a result of a breach of any directive or any law in effect on the relevant Confirmation Date; and provided, for the avoidance of doubt, that failure of an LNG Ship to pass an inspection performed by the United States Coast Guard or other similar state or local entity shall not be considered a Seller Force Majeure event unless such failure is the result of circumstances beyond the reasonable control of Seller.
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Samples: Sale and Purchase Agreement
Seller Force Majeure. 12.1.1 Seller shall not be liable for any failure to perform or delay in the performance of its obligations under a Confirmation Notice (including in relation to demurrage), other than the payment of money when due, if and to the extent that its performance is prevented, impeded or delayed by an act, event or circumstance or combination of acts, events or circumstances which are beyond the reasonable control of Seller, and the effects of which cannot be prevented or mitigated by the exercise of reasonable steps by Seller acting as a Reasonable and Prudent Operator (“Seller Force Majeure”). Provided that the foregoing requirements are satisfied, Seller Force Majeure shall include the following:
12.1.1.1 : fire, flood, atmospheric disturbance, lightning, storm, typhoon, hurricane, tornado, earthquake, landslide, soil erosion, subsidence, washout, epidemic or other natural disaster or act of God;
12.1.1.2 ; war (whether declared or undeclared), riot, civil war, blockade, insurrection, acts of public enemies, acts of terrorism or threat thereof, piracy or civil disturbances;
12.1.1.3 ; in the case of a DAP delivery, with respect to the Discharge Port, (i) strike, lockout or other industrial disturbance, (ii) breakdown or unavailability of port facilities (including but not limited to channel, tugs or pilots), or (iii) acts of or unavailability of government or port authorities, or compliance with such acts or unavailability, that directly affect the ability of Seller (whether directly or through the Seller’s Transporter) to perform its obligations hereunder;
12.1.1.4 ; loss or inoperability of or damage to Seller’s Facilities;
12.1.1.5 ; in the case of a DAP delivery, with respect to the relevant LNG Ship, (i) strike, lockout or other industrial disturbance occurring aboard such LNG Ship or at a port or other facility at which such LNG Ship calls while in passage en route from Seller’s Facilities (ii) loss of such LNG Ship, (iii) serious accidental damage thereto requiring removal of the LNG Ship from service, or (iv) mechanical breakdown or inoperability of such LNG Ship; or
12.1.1.6 or acts of governments, or compliance with such acts that directly affect the ability of (i) in the case of a DAP delivery, Seller, Seller’s supplier, Transporter or the operator of Seller’s Facilities or (ii) in the case of an FOB delivery, Seller or Seller’s supplier or the operator of Seller’s Facilities, to perform such that Seller cannot can fulfil its obligations under a Confirmation Notice, except to the extent that they constitute remedies or sanctions lawfully exercised by a Competent Authority as a result of a breach of any directive or any law in effect on the relevant Confirmation Date; and provided, for the avoidance of doubt, that failure of an LNG Ship to pass an inspection performed by the United States Coast Guard or other similar state or local entity shall not be considered a Seller Force Majeure event unless such failure is the result of circumstances beyond the reasonable control of Seller.
Appears in 1 contract
Samples: Sale and Purchase Agreement
Seller Force Majeure.
12.1.1 Seller shall not be liable for any failure to perform or delay in the performance of its obligations under a Confirmation Notice (including in relation to demurrage), other than the payment of money when due, if and to the extent that its performance is prevented, impeded or delayed by an act, event or circumstance or combination of acts, events or circumstances which are beyond the reasonable control of Seller, and the effects of which cannot be prevented or mitigated by the exercise of reasonable steps by Seller acting as a Reasonable and Prudent Operator (“Seller Force Majeure”). Provided that the foregoing requirements are satisfied, Seller Force Majeure shall include the following:following:
12.1.1.1 fire, flood, atmospheric disturbance, lightning, storm, typhoon, hurricane, tornado, earthquake, landslide, soil erosion, subsidence, washout, epidemic or other natural disaster or act of God;
12.1.1.2 war (whether declared or undeclared), riot, civil war, blockade, insurrection, acts of public enemies, acts of terrorism or threat thereof, piracy or civil disturbances;
12.1.1.3 in the case of a DAP delivery, with respect to the Discharge Port, (i) strike, lockout or other industrial disturbance, (ii) breakdown or unavailability of port facilities (including but not limited to channel, tugs or pilots), or (iii) acts of or unavailability of government or port authorities, or compliance with such acts or unavailability, that directly affect the ability of Seller (whether directly or through the Seller’s Transporter) to perform its obligations hereunder;
12.1.1.4 loss or inoperability of or damage to Seller’s Facilities;
12.1.1.5 in the case of a DAP delivery, with respect to the relevant LNG Ship, (i) strike, lockout or other industrial disturbance occurring aboard such LNG Ship or at a port or other facility at which such LNG Ship calls while in passage en route from Seller’s Facilities (ii) loss of such LNG Ship, (iii) serious accidental damage thereto requiring removal of the LNG Ship from service, or (iv) mechanical breakdown or inoperability of such LNG Ship; or
12.1.1.6 acts of governments, or compliance with such acts that directly affect the ability of (i) in the case of a DAP delivery, Seller, Seller’s supplier, Transporter or the operator of Seller’s Facilities or (ii) in the case of an FOB delivery, Seller or Seller’s supplier or the operator of Seller’s Facilities, to perform such that Seller cannot can fulfil its obligations under a Confirmation Notice, except to the extent that they constitute remedies or sanctions lawfully exercised by a Competent Authority as a result of a breach of any directive or any law in effect on the relevant Confirmation Date; and provided, for the avoidance of doubt, that failure of an LNG Ship to pass an inspection performed by the United States Coast Guard or other similar state or local entity shall not be considered a Seller Force Majeure event unless such failure is the result of circumstances beyond the reasonable control of Seller.
Appears in 1 contract
Samples: Sale and Purchase Agreement
Seller Force Majeure. 12.1.1 Seller shall not be liable for any failure to perform perform, or delay in the performance of of, its obligations under a Confirmation Notice (including in relation to demurrage), the relevant Transaction other than the payment of money when due, if and to the extent that its performance is prevented, impeded or delayed by an act, event or circumstance or combination of acts, events or circumstances which are beyond the reasonable control of Seller, and the effects of which cannot be prevented or mitigated by the exercise of reasonable steps by Seller acting as a Reasonable and Prudent Operator (“"Seller Force Majeure”"). Provided that they are within the foregoing requirements are satisfiedprinciples, acts, events or circumstances constituting Seller Force Majeure shall include the following:
12.1.1.1 (a) fire, flood, atmospheric disturbance, lightning, storm, typhoon, hurricane, tornado, earthquake, tsunami, tempest, landslide, soil erosion, subsidence, washout, epidemic and quarantine restrictions, shipwreck, navigational and maritime perils or other natural disaster or act acts of God;
12.1.1.2 (b) war (whether declared or undeclared), terrorism (or serious threat thereof), invasion, embargo, trade sanctions, revolution, rebellion, sabotage, riot, civil war, blockade, insurrection, piracy, acts of public enemies, acts of terrorism or threat thereof, piracy enemies or civil and military disturbances;
12.1.1.3 in the case of a DAP delivery, with respect to the Discharge Port, (ic) radioactive contamination or ionising radiation;
(d) strike, lockout or other industrial disturbance, disturbances;
(iie) breakdown loss or unavailability failure of port facilities (including but not limited or serious accidental damage to channel, tugs or pilots)inoperability or inaccessibility of any of, or (iii) acts of incapacity to deliver LNG at, Seller's Facilities or unavailability of government or port authorities, or compliance with such acts or unavailability, that directly affect the ability of Seller (whether directly or through the Seller’s Transporter) to perform its obligations hereunderLoading Port;
12.1.1.4 (f) loss or inoperability of or damage to Seller’s Facilities;
12.1.1.5 in the case of a DAP delivery, with respect to the relevant LNG ShipCarrier, (i) strike, lockout or other industrial disturbance occurring aboard such LNG Ship or at a port or other facility at which such LNG Ship calls while in passage en route from Seller’s Facilities (ii) loss of such LNG Ship, (iii) serious accidental damage thereto requiring removal of the LNG Ship Carrier from service, or (iv) mechanical breakdown or inoperability of such LNG Shipthereof; or
12.1.1.6 (g) acts or omissions of governmentsa Competent Authority, or compliance with such acts that directly affect the Seller's ability of (i) in the case of a DAP delivery, Seller, Seller’s supplier, Transporter or the operator of Seller’s Facilities or (ii) in the case of an FOB delivery, Seller or Seller’s supplier or the operator of Seller’s Facilities, to perform such that Seller cannot fulfil its obligations under a Confirmation Notice, except to the extent that they constitute remedies this Master Agreement or sanctions lawfully exercised by a Competent Authority as a result of a breach of any directive or any law in effect on the relevant Confirmation Date; and provided, for the avoidance of doubt, that failure of an LNG Ship to pass an inspection performed by the United States Coast Guard or other similar state or local entity shall not be considered a Seller Force Majeure event unless such failure is the result of circumstances beyond the reasonable control of SellerNotice.
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