TITLE AND RISK. 8.1 Title in the Goods passes to the Purchaser on payment by the Purchaser of the Price in full. Where the Purchaser has not paid the Company the Price in full and risk has transferred, the Purchaser agrees to hold the Goods as a fiduciary for the Company. 8.2 Notwithstanding clause 8.1 above, risk in the Goods passes to the Purchaser from the first occurrence of: (a) the passing of title in the Goods to the Purchaser; (b) the physical delivery of the Goods to the Purchaser; (c) the time when the Goods have been dispatched from the premises of the Company or another location nominated by the Company, or placed on a carrier which is to effect delivery of the Goods from the Company or another location nominated by the Company to the Purchaser, where the carrier has been nominated, arranged or retained by the Purchaser; or (d) the time when the Goods arrive at the premises of the Purchaser (prior to being taken off the carrier) where the carrier which is to effect delivery of the Goods from the Company or another location nominated by the Company to the Purchaser has been nominated, arranged or retained by the Company; or (e) if Goods are stored by the Company on behalf of the Purchaser in accordance with Clause 9. 8.3 The Company is not liable for any loss or damage or deterioration of the Goods after risk in the Goods has passed to the Purchaser. 8.4 In addition to any other rights the Company may have against the Purchaser, the Company may repossess the Goods if any amount due in respect of the Goods is outstanding or if the Company reasonably believes that any such amount will not be paid in full when it falls due for payment. The Purchaser grants the Company an irrevocable licence to enter upon any premises of the Purchaser for the purpose of taking possession of the Goods in accordance with this clause. 8.5 The Purchaser may sell and deliver the Goods as the Company's fiduciary to a third party in the ordinary course of the Purchaser's business provided that: (a) where the Purchaser is paid by the third party for the Goods, the Purchaser shall account to the Company in respect of the payment in accordance with the Purchaser's fiduciary obligations; and (b) where the Purchaser is not paid by the third party the Purchaser agrees to assign to the Company its claim against the third party upon receiving the Company's written request to that effect. 8.6 For the purposes of clause 8.4 and clause 8.5, where the Company supplies particular Goods of the same or similar nature on multiple occasions, where the Purchaser does not make payment in respect of particular Goods, the non-payment is treated as being first in respect of particular Goods of the same or similar nature still in the possession of the Purchaser, and then against particular Goods which have passed out of the possession of the Purchaser.
Appears in 5 contracts
Sources: Contract Terms and Conditions, Contract Terms and Conditions, Corporate Contract
TITLE AND RISK. 8.1 Title (TO APPLY WHEN THE GOODS ARE SUBJECT TO THE LAWS OF SCOTLAND)
6.1 Property and title in the Goods passes shall not pass to the Purchaser until the price due in terms of the contract has been received by the Company. Where the items to be supplied in terms of the contract are delivered in instalments this clause will apply to each instalment as if it formed the subject matter of a separate and independent contract.
6.2 Until the price of the Goods has been paid the Purchaser will hold and store the Goods as agent for the Company and in a manner which clearly distinguishes them from other Goods and products of the Purchaser and indicates that they are in fact owned by the Company and not by the Purchaser.
6.3 The Purchaser shall not sell or dispose of any individual consignment of or delivery of the Goods save as agent for the Company until the price due in terms of the contract has been received by the Company.
6.4 On the happening of any of the following events the Company may recover any of the Goods remaining in the Purchasers possession and the Company its agents or servants will obtain a court order to be entitled to remove any Goods for which the price has not been paid: - if the price of such Goods shall remain unpaid at the expiration of their allotted credit period; - if the Purchaser, being an individual has a petition presented for his or her sequestration or makes any arrangement or composition with his or her creditors or signs a Trust Deed for behalf of his or her creditors or has a Trustee, interim or otherwise, appointed to his or her estates; - if the Purchaser, being a Company makes any composition or arrangement with its creditors, has an administrative receiver or receiver appointed to any part of its property and assets, has a petition presented for the appointment of an administrator, interim or otherwise, or has any such administrator appointed, has any petition presented for its winding-up or any liquidator provisional interim or otherwise appointed or calls any meeting of its creditors, - if the Purchaser has any diligence carried out against it or its assets.
6.5 Notwithstanding the provisions of this clause risk in all Goods supplied shall pass to the Purchaser on payment by the Purchaser of the Price in full. Where the Purchaser has not paid the Company the Price in full and risk has transferred, the Purchaser agrees to hold the Goods as a fiduciary for the Company.
8.2 Notwithstanding clause 8.1 above, risk in the Goods passes to the Purchaser from the first occurrence of:
(a) the passing of title in the Goods to the Purchaser;
(b) the physical delivery of the Goods to the Purchaser;
(c) the time when the Goods have been dispatched from the premises of the Company or another location nominated by the Company, or placed on a carrier which is to effect delivery of the Goods from the Company or another location nominated by the Company to the Purchaser, where the carrier has been nominated, arranged or retained by the Purchaser; or
(d) the time when the Goods arrive at the premises of the Purchaser (prior to being taken off the carrier) where the carrier which is to effect delivery of the Goods from the Company or another location nominated by the Company to the Purchaser has been nominated, arranged or retained by the Company; or
(e) if Goods are stored by the Company on behalf of the Purchaser in accordance with Clause 9.
8.3 The Company is not liable for any loss or damage or deterioration of the Goods after risk in the Goods has passed to the Purchaser.
8.4 In addition to any other rights the Company may have against the Purchaser, the Company may repossess the Goods if any amount due in respect of the Goods is outstanding or if the Company reasonably believes that any such amount will not be paid in full when it falls due for payment. The Purchaser grants the Company an irrevocable licence to enter upon any premises of the Purchaser for the purpose of taking possession of the Goods in accordance with this clause.
8.5 The Purchaser may sell and deliver the Goods as the Company's fiduciary to a third party in the ordinary course of the Purchaser's business provided that:
(a) where the Purchaser is paid by the third party for the Goods, whereupon the Purchaser shall account to the Company in respect be liable for insurance of the payment in accordance with the Purchaser's fiduciary obligations; and
(b) where the Purchaser is not paid by the third party the Purchaser agrees to assign to the Company its claim against the third party upon receiving the Company's written request to that effectsuch Goods.
8.6 For the purposes 6.6 Sub clauses 6.1, 6.2, 6.3, 6.4 and 6.5 of this clause 8.4 shall each be construed and receive effect as a separate clause 8.5, where the Company supplies particular Goods of the same or similar nature on multiple occasions, where the Purchaser does not make payment in respect of particular Goods, the non-payment is treated as being first in respect of particular Goods of the same or similar nature still in the possession of the Purchaser, and then against particular Goods which have passed out of the possession of the Purchaserthese conditions.
Appears in 5 contracts
Sources: Terms and Conditions, Terms and Conditions, Terms and Conditions
TITLE AND RISK. 8.1 Title Notwithstanding the Transporter loading an LNG cargo at the Loading Point and subject to Paragraph 7 of Part B and Paragraph 2.2 of Part C of Schedule 2 in the Goods passes respect of a Diverted Cargo or a Swapped Cargo, title to the Purchaser on payment by the Purchaser of the Price and all risks in full. Where the Purchaser has not paid the Company the Price in full and risk has transferred, the Purchaser agrees to hold the Goods as a fiduciary for the Company.
8.2 Notwithstanding clause 8.1 above, risk in the Goods passes to the Purchaser from the first occurrence respect of:
9.2.1 LNG loaded hereunder by the Transporter at the Loading Point (a"Loaded Cargo") the passing of title shall remain with Project Co; and
9.2.2 any LNG held in the Goods relevant LNG Tanker prior to the Purchaser;
(b) the physical delivery loading of the Goods to the Purchaser;
(c) the time when the Goods have been dispatched from the premises of the Company or another location nominated by the Company, or placed on a carrier Loaded Cargo and which is to effect delivery of comingled with the Goods from the Company or another location nominated by the Company to the Purchaser, where the carrier has been nominated, arranged or retained by the Purchaser; or
(d) the time when the Goods arrive at the premises of the Purchaser (prior to being taken off the carrier) where the carrier which is to effect delivery of the Goods from the Company or another location nominated by the Company to the Purchaser has been nominated, arranged or retained by the Company; or
(e) if Goods are stored by the Company on behalf of the Purchaser in accordance with Clause 9.
8.3 The Company is not liable for any loss or damage or deterioration of the Goods after risk Loaded Cargo in the Goods has passed LNG Tanker (the “FOB Heel”), shall remain with the Transporter (in that the Transporter shall retain title to the Purchaser.
8.4 In addition to any other rights the Company may have against the Purchaser, the Company may repossess the Goods if any amount due and all risks in respect of the Goods share of the commingled LNG that is outstanding equal to the quantity (in MMBtus) of the FOB Heel), provided that where the Loaded Cargo is delivered by the Transporter (on behalf of Project Co) to DES Buyer at the Delivery Point or to another Third Party buyer at the delivery point under the terms of a Mitigation Sale, (1) Project Co's share of the commingled LNG in the relevant LNG Tanker shall be deemed to be unloaded first; and (2) if the Company reasonably believes quantity (in MMBtus) delivered to DES Buyer or the relevant Third Party, as applicable, will result in a heel remaining upon completion of such delivery that any is less than the FOB Heel (in MMBtus) (the amount (in MMBtus) by which the FOB Heel exceeds such amount will not be paid in full when it falls due for payment. The Purchaser grants the Company an irrevocable licence to enter upon any premises of the Purchaser for the purpose of taking possession of the Goods in accordance with this clause.
8.5 The Purchaser may sell and deliver the Goods as the Company's fiduciary to a third party in the ordinary course of the Purchaser's business provided that:
(a) where the Purchaser is paid by the third party for the Goodsremaining heel, the Purchaser shall account “Delivered FOB Heel”), then title to the Company and all risks in respect of that portion of the payment in accordance with the Purchaser's fiduciary obligations; and
(b) where the Purchaser is not paid by the third party the Purchaser agrees to assign FOB Heel equal to the Company its claim against Delivered FOB Heel shall pass from the third party upon receiving Transporter to Project Co immediately prior to delivery of such quantity to DES Buyer or the Company's written request to that effect.relevant Third Party, as applicable;
8.6 For 9.2.3 any LNG remaining in the purposes of clause 8.4 and clause 8.5, where the Company supplies particular Goods relevant LNG Tanker following delivery of the same Delivered Cargo or similar nature on multiple occasionsthe cargo relating to the Mitigation Sale, where the Purchaser does not make payment as applicable, in respect of particular Goods, the non-payment is treated as being first in respect of particular Goods excess of the same or similar nature still in the possession quantity of the Purchaser, and then against particular Goods which have passed out FOB Heel shall pass from Project Co to the Transporter upon completion of unloading of the possession of Delivered Cargo or the Purchasercargo relating to the Mitigation Sale, as applicable. The transfers contemplated by ▇▇▇▇▇▇ 9.2.2 and Clause 9.2.3 shall be at no additional compensation to either Project Co or the Transporter.
Appears in 5 contracts
Sources: Shipping Services Agreement (Cheniere Corpus Christi Holdings, LLC), Shipping Services Agreement (Cheniere Corpus Christi Holdings, LLC), Shipping Services Agreement (Cheniere Corpus Christi Holdings, LLC)
TITLE AND RISK. 8.1 6.1 The risk in the Goods shall pass to the Reseller on completion of delivery.
6.2 Title to the Goods shall not pass to the Reseller until Voip-Unlimited receives payment in full (in cash or cleared funds) for the Goods and any other goods that Voip-Unlimited has supplied to the Reseller in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums.
6.3 Until title to the Goods has passed to the Reseller, the Reseller shall or the Reseller shall procure that the End User shall:
(a) store the Goods separately from all other goods held by the Reseller or End User so that they remain readily identifiable as Voip-Unlimited's property;
(b) not remove, deface or obscure any identifying ▇▇▇▇ or packaging on or relating to the Goods;
(c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on Voip-Unlimited's behalf from the date of delivery;
(d) notify Voip-Unlimited immediately if it becomes subject to any of the events listed in clause 13.4; and
(e) give Voip-Unlimited such information relating to the Goods as Voip-Unlimited may require from time to time.
6.4 If before title to the Goods passes to the Purchaser on payment by Reseller the Purchaser Reseller becomes subject to any of the Price events listed in full. Where the Purchaser has not paid the Company the Price in full and risk has transferredclause 13.4, the Purchaser agrees to hold the Goods as a fiduciary for the Company.
8.2 Notwithstanding clause 8.1 abovethen, risk in the Goods passes to the Purchaser from the first occurrence ofwithout limiting any other right or remedy Voip-Unlimited may have:
(a) the passing of title in the Reseller's right to resell Goods to the Purchaser;
(b) the physical delivery of the Goods to the Purchaser;
(c) the time when the Goods have been dispatched from the premises of the Company or another location nominated by the Company, or placed on a carrier which is to effect delivery of the Goods from the Company or another location nominated by the Company to the Purchaser, where the carrier has been nominated, arranged or retained by the Purchaser; or
(d) the time when the Goods arrive at the premises of the Purchaser (prior to being taken off the carrier) where the carrier which is to effect delivery of the Goods from the Company or another location nominated by the Company to the Purchaser has been nominated, arranged or retained by the Company; or
(e) if Goods are stored by the Company on behalf of the Purchaser in accordance with Clause 9.
8.3 The Company is not liable for any loss or damage or deterioration of the Goods after risk in the Goods has passed to the Purchaser.
8.4 In addition to any other rights the Company may have against the Purchaser, the Company may repossess the Goods if any amount due in respect of the Goods is outstanding or if the Company reasonably believes that any such amount will not be paid in full when it falls due for payment. The Purchaser grants the Company an irrevocable licence to enter upon any premises of the Purchaser for the purpose of taking possession of the Goods in accordance with this clause.
8.5 The Purchaser may sell and deliver the Goods as the Company's fiduciary to a third party use them in the ordinary course of the Purchaser's its business provided that:
(aincluding by an End User) where the Purchaser is paid by the third party for the Goods, the Purchaser shall account to the Company in respect of the payment in accordance with the Purchaser's fiduciary obligationsceases immediately; and
(b) Voip-Unlimited may at any time:
(i) require the Reseller to deliver up or procure the delivery up of all Goods in its possession which have not been resold, or irrevocably incorporated into another product; and
(ii) if the Reseller fails to do so promptly, enter any premises of the Reseller or any End User or of any third party where the Purchaser is not paid by the third party the Purchaser agrees Goods are stored in order to assign to the Company its claim against the third party upon receiving the Company's written request to that effectrecover them.
8.6 For the purposes of clause 8.4 and clause 8.5, where the Company supplies particular Goods of the same or similar nature on multiple occasions, where the Purchaser does not make payment in respect of particular Goods, the non-payment is treated as being first in respect of particular Goods of the same or similar nature still in the possession of the Purchaser, and then against particular Goods which have passed out of the possession of the Purchaser.
Appears in 4 contracts
Sources: Master Services Agreement, Master Services Agreement, Master Services Agreement
TITLE AND RISK. 8.1 Title 9.1. Risk in the Goods Furniture shall pass to You when the Furniture has been delivered to the Site.
9.2. Title to the Furniture shall not pass to You until We receive payment in full (in cash or cleared funds) for the Furniture and Services.
9.3. Until title to the Furniture has passed to You, You shall:-
9.3.1. store the Furniture separately from all other goods held by You so that they remain identifiable as Our property;
9.3.2. not remove, deface of obscure any identifying mark or packaging on or relating to the Furniture;
9.3.3. maintain the Furniture in satisfactory condition and keep them insured against all risks for their full price from the date and delivery; and
9.3.4. give Us such information relating to the Furniture as We may require from time to time.
9.4. If before title to the Furniture passes to You, You become Insolvent, then, without limiting any other right or remedy We may at any time:-
9.4.1.1. require You to deliver up all Furniture in Your possession which have not been resold, or irrevocably incorporated into another product; and
9.4.1.2. if You fail to do so promptly, enter the Purchaser on payment by the Purchaser of the Price in full. Where the Purchaser has not paid the Company the Price in full and risk has transferredSite, the Purchaser agrees to hold the Goods as a fiduciary for the Company.
8.2 Notwithstanding clause 8.1 above, risk in the Goods passes to the Purchaser from the first occurrence of:
(a) the passing of title in the Goods to the Purchaser;
(b) the physical delivery of the Goods to the Purchaser;
(c) the time when the Goods have been dispatched from or the premises of any third party where the Company or another location nominated Furniture are stored in order to recover them (without notice).
9.5. In the event of Condition 9.4 applying, You (by entering into the CompanyContract) grant to Us, or placed on a carrier which is to effect delivery of the Goods from the Company or another location nominated by the Company to the PurchaserOur agents, where the carrier has been nominated, arranged or retained by the Purchaser; or
(d) the time when the Goods arrive at the premises of the Purchaser (prior to being taken off the carrier) where the carrier which is to effect delivery of the Goods from the Company or another location nominated by the Company to the Purchaser has been nominated, arranged or retained by the Company; or
(e) if Goods are stored by the Company on behalf of the Purchaser in accordance with Clause 9.
8.3 The Company is not liable for any loss or damage or deterioration of the Goods after risk in the Goods has passed to the Purchaser.
8.4 In addition to any other rights the Company may have against the Purchaser, the Company may repossess the Goods if any amount due in respect of the Goods is outstanding or if the Company reasonably believes that any such amount will not be paid in full when it falls due for payment. The Purchaser grants the Company an irrevocable licence to enter upon any the Site to recover and remove the Furniture and recover all sums owing to Us (including the costs of Our having taken such action). If the Furniture is not situated at the Site, but at the premises of a third party with whom You have contracted, then You shall procure that We (or Our agents) are granted rights of access to that third party’s premises, and shall be permitted to remove the Purchaser Furniture from those premises. To facilitate this right You (by entering into this Contract) irrevocably authorise Us (or Our agents) to act as Your attorney when dealing with such third party. This right shall continue to subsist notwithstanding the transaction of the Contract, and shall be without prejudice to any other rights We may have under the Contract.
9.6. You shall not be entitled to pledge or in any way charge by way of security for the purpose of taking possession any indebtedness any of the Goods in accordance with this clausewhich remain Our property, but if You do so, then all monies owing by You to Us shall (without prejudice to any other right or remedy We may have) become immediately due and payable.
8.5 The Purchaser 9.7. Notwithstanding the provisions of Conditions 9.1 to 9.6, We may sell and deliver the Goods as the Company's fiduciary to a third party in the ordinary course of the Purchaser's business provided that:
(a) where the Purchaser is paid by the third party bring an action for the Goods, Price at any time after the Purchaser shall account to the Company in respect of the payment in accordance with the Purchaser's fiduciary obligations; and
(b) where the Purchaser is not paid by the third party the Purchaser agrees to assign to the Company its claim against the third party upon receiving the Company's written request to that effectPrice has become payable under these Conditions.
8.6 For the purposes of clause 8.4 and clause 8.5, where the Company supplies particular Goods of the same or similar nature on multiple occasions, where the Purchaser does not make payment in respect of particular Goods, the non-payment is treated as being first in respect of particular Goods of the same or similar nature still in the possession of the Purchaser, and then against particular Goods which have passed out of the possession of the Purchaser.
Appears in 1 contract
Sources: Terms and Conditions of Sale
TITLE AND RISK. 8.1 Title in the Goods passes to the Purchaser on payment by the Purchaser of the Price in full. Where the Purchaser has not paid the Company the Price in full and risk has transferred, the Purchaser agrees to hold the Goods as a fiduciary for the Company.
8.2 Notwithstanding clause 8.1 above, 9.1 The risk in the Goods passes shall pass to SIBA CS LTD on the Delivery Date.
9.2 Title to the Purchaser from Goods shall not pass to SIBA CS LTD until the first occurrence ofSupplier has received payment in full (in cash or cleared funds) for the Goods.
9.3 For the avoidance of doubt, title to the Containers shall not pass to SIBA CS LTD or the Customer or any third party and shall remain at all times with the Supplier.
9.4 Until title to the Goods has passed to SIBA CS LTD, SIBA CS LTD shall:
(a) the passing of title in hold the Goods to on a fiduciary basis as the Purchaser;Supplier's bailee:
(b) notify the physical delivery of the Goods Supplier immediately if it becomes subject to the Purchaser;an Insolvency Event; and
(c) use its reasonable endeavours to (so far as it is within its power to do so) to procure that the time when Customers:
(i) store the Goods have been dispatched and the Containers separately from the premises of the Company or another location nominated all other goods held by the Company, or placed on a carrier which is to effect delivery of Customer so that they remain readily identifiable as the Supplier's property;
(ii) store and sell the Goods from the Company or another location nominated only by the Company to the Purchasermeans of suitable equipment and in appropriate conditions, where the carrier has been nominated, arranged or retained by the Purchaser; or
(d) the time when the Goods arrive at the premises of the Purchaser (prior to being taken off the carrier) where the carrier which is to effect delivery of the Goods from the Company or another location nominated by the Company to the Purchaser has been nominated, arranged or retained by the Company; or
(e) if Goods are stored by the Company on behalf of the Purchaser in accordance with Clause 9.best industry practice;
8.3 The Company is (iii) not liable for remove, deface or obscure any loss identifying ▇▇▇▇ on the Containers or damage or deterioration of any other packaging relating to the Goods;
(iv) maintain the Goods after risk and any Containers in the Goods has passed to the Purchaser.
8.4 In addition to any other rights the Company may have against the Purchaser, the Company may repossess the Goods if any amount due in respect of the Goods is outstanding or if the Company reasonably believes that any such amount will not be paid in full when it falls due for payment. The Purchaser grants the Company an irrevocable licence to enter upon any premises of the Purchaser for the purpose of taking possession of the Goods satisfactory condition and in accordance with this clause.
8.5 The Purchaser all applicable rules and regulation whether statutory or otherwise and keep them insured against all risks for their full price from the Delivery Date; but SIBA CS LTD may sell and deliver resell or use the Goods as (but for the Company's fiduciary to a third party avoidance of doubt, not the Containers), in the ordinary course of its business and on the Purchaser's business basis that its Customers may resell or use the Goods in the ordinary course of their respective businesses.
9.5 If before title to the Goods passes to SIBA CS LTD, it becomes subject to an Insolvency Event, or the Supplier reasonably believes that an Insolvency Event is about to happen and notifies SIBA CS LTD accordingly, then, provided that:
(a) that the Goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy the Supplier may have, the Supplier may at any time require SIBA CS LTD to deliver up the Goods and any Containers and, if the Customer fails to do so promptly, enter any premises of SIBA CS LTD or of any third party where the Purchaser is paid by the third party for the Goods, the Purchaser shall account Goods and Containers are stored in order to the Company in respect of the payment in accordance with the Purchaser's fiduciary obligations; and
(b) where the Purchaser is not paid by the third party the Purchaser agrees to assign to the Company its claim against the third party upon receiving the Company's written request to that effectrecover them.
8.6 For the purposes of clause 8.4 and clause 8.5, where the Company supplies particular Goods of the same or similar nature on multiple occasions, where the Purchaser does not make payment in respect of particular Goods, the non-payment is treated as being first in respect of particular Goods of the same or similar nature still in the possession of the Purchaser, and then against particular Goods which have passed out of the possession of the Purchaser.
Appears in 1 contract
Sources: Supply Agreement
TITLE AND RISK. 8.1 Title in the Goods passes to the Purchaser on payment by the Purchaser of the Price in full. 5.1 Where the Purchaser has not paid the Company the Price in full and risk has transferred, the Purchaser agrees to hold the Goods as a fiduciary for the Company.
8.2 Notwithstanding clause 8.1 above, risk in the Goods passes to the Purchaser from the first occurrence ofis purchasing Goods:
(a) the passing of title in to the Goods shall pass to the Purchaser;
(b) Company upon the physical earlier of delivery of or the Goods to the Purchaser;
(c) the time when the Goods have been dispatched from the premises of the Company or another location nominated by the Company, or placed on a carrier which is to effect delivery of the Goods from the Company or another location nominated first payment by the Company to the Purchaser, where the carrier has been nominated, arranged or retained by the Purchaser; or
(d) the time when the Goods arrive at the premises of the Purchaser (prior to being taken off the carrier) where the carrier which is to effect delivery of the Goods from the Company or another location nominated by the Company to the Purchaser has been nominated, arranged or retained by the Company; or
(e) if Goods are stored by the Company on behalf of the Purchaser in accordance with Clause 9.
8.3 The Company is not liable for any loss or damage or deterioration of the Goods after risk in the Goods has passed to the Purchaser.
8.4 In addition to any other rights the Company may have against the Purchaser, the Company may repossess the Goods if any amount due in respect of the Goods is outstanding or if and the Supplier shall take all reasonable steps to pass title in such Goods to the Company, including, where requested, completing a vesting certificate; and
(b) risk in the Goods shall only pass to the Company reasonably believes that any such amount will not be paid in full when it falls due for payment. The Purchaser grants the Company an irrevocable licence to enter upon any premises of the Purchaser for the purpose of taking possession delivery of the Goods in accordance with this clauseAgreement.
8.5 The Purchaser may sell and deliver 5.2 Where the Goods as the Company's fiduciary to a third party in the ordinary course of the Purchaser's business provided thatCompany is hiring Goods:
(a) where title to the Purchaser is paid Goods indicated as being hired by the third party Company from the Supplier (Hire Goods) shall remain the property of the Supplier. The Company agrees to keep the Hire Goods free of any encumbrance and not to sell or otherwise deal with such Goods except in accordance with this Agreement. The Supplier shall supply all associated plant, tackle, tools and documentation necessary for commissioning, use and decommissioning of the GoodsHire Goods as set out in this Agreement;
(b) the Supplier irrevocably permits the Company, the Purchaser shall account to its contractors and other persons authorised by the Company in respect of to use the payment Hire Goods in accordance with the Purchaser's fiduciary obligations; andmanufacturer’s instructions and recommendations during the hire period specified in this Agreement (Hire Period) and subject to this Agreement;
(bc) where the Purchaser Supplier shall not be entitled to charge for: (i) damage or defect which is determined to pre-date the Company’s use of the Hire Goods (whether or not identified during the course of the hand-over inspection); (ii) any modification of the Hire Goods which has been authorised by the Supplier; (iii) any damage resulting from improper design or manufacture; (iv) any damage resulting from any action, omission or breach by the Supplier or by any of the Supplier Personnel; and/or (v) any other damage which is not paid notified by the third party the Purchaser agrees to assign Supplier to the Company its claim against by the third party upon receiving date of the final settlement invoice (together,
(d) within 30 days after return of the Hire Goods to the Supplier, the Supplier shall deliver an invoice to the Company for the Supplier’s actual, reasonable and substantiated costs to repair, remedy or correct damage other than Excluded Damage, on the same rates (if any) as in this Agreement;
(e) the Company shall have no liability or responsibility whatsoever for: (i) any loss or damage to, and any charges or other payments to the Supplier for, any property of the Supplier (including any Hire Goods) which occurs after the date due for collection by Supplier; or (ii) theft or loss of Hire Goods not caused by the negligence of the Company's written request to that effect.
8.6 For 5.3 While in the purposes Supplier’s or any Supplier Personnel’s possession or control, the Supplier shall accept risk in any Company Property and such Company Property shall be kept clearly identifiable as the Company’s property, shall be fully insured by the Supplier, shall be safely stored apart from other property, shall be used solely for the purpose of clause 8.4 performing this Agreement and clause 8.5, where shall be returned to the Company supplies particular Goods of immediately on the same or similar nature on multiple occasions, where Company’s written demand.
5.4 The Company reserves the Purchaser does not make payment in respect of particular Goods, right to require the non-payment is treated as being first in respect of particular Goods of Supplier to enter into commitments entitling the same or similar nature still in the Company to take possession of the Purchaser, and then against particular Goods which have passed out when the Company considers there is a risk of the possession of the PurchaserSupplier financial distress.
Appears in 1 contract
Sources: Supply of Goods & Services Agreement
TITLE AND RISK. 8.1 Title Notwithstanding the Transporter loading an LNG cargo at the Loading Point and subject to Paragraph 7 of Part B and Paragraph 2.2 of Part C of Schedule 2 in the Goods passes respect of a Diverted Cargo or a Swapped Cargo, title to the Purchaser on payment by the Purchaser of the Price and all risks in full. Where the Purchaser has not paid the Company the Price in full and risk has transferred, the Purchaser agrees to hold the Goods as a fiduciary for the Company.
8.2 Notwithstanding clause 8.1 above, risk in the Goods passes to the Purchaser from the first occurrence respect of:
9.2.1 LNG loaded hereunder by the Transporter at the Loading Point (a"Loaded Cargo") the passing of title shall remain with Project Co; and
9.2.2 any LNG held in the Goods relevant LNG Tanker prior to the Purchaser;
(b) the physical delivery loading of the Goods to the Purchaser;
(c) the time when the Goods have been dispatched from the premises of the Company or another location nominated by the Company, or placed on a carrier Loaded Cargo and which is to effect delivery of comingled with the Goods from the Company or another location nominated by the Company to the Purchaser, where the carrier has been nominated, arranged or retained by the Purchaser; or
(d) the time when the Goods arrive at the premises of the Purchaser (prior to being taken off the carrier) where the carrier which is to effect delivery of the Goods from the Company or another location nominated by the Company to the Purchaser has been nominated, arranged or retained by the Company; or
(e) if Goods are stored by the Company on behalf of the Purchaser in accordance with Clause 9.
8.3 The Company is not liable for any loss or damage or deterioration of the Goods after risk Loaded Cargo in the Goods has passed LNG Tanker (the “FOB Heel”), shall remain with the Transporter (in that the Transporter shall retain title to the Purchaser.
8.4 In addition to any other rights the Company may have against the Purchaser, the Company may repossess the Goods if any amount due and all risks in respect of the Goods share of the commingled LNG that is outstanding equal to the quantity (in MMBtus) of the FOB Heel), provided that where the Loaded Cargo is delivered by the Transporter (on behalf of Project Co) to DES Buyer at the Delivery Point or to another Third Party buyer at the delivery point under the terms of a Mitigation Sale, (1) Project Co's share of the commingled LNG in the relevant LNG Tanker shall be deemed to be unloaded first; and (2) if the Company reasonably believes quantity (in MMBtus) delivered to DES Buyer or the relevant Third Party, as applicable, will result in a heel remaining upon completion of such delivery that any is less than the FOB Heel (in MMBtus) (the amount (in MMBtus) by which the FOB Heel exceeds such amount will not be paid in full when it falls due for payment. The Purchaser grants the Company an irrevocable licence to enter upon any premises of the Purchaser for the purpose of taking possession of the Goods in accordance with this clause.
8.5 The Purchaser may sell and deliver the Goods as the Company's fiduciary to a third party in the ordinary course of the Purchaser's business provided that:
(a) where the Purchaser is paid by the third party for the Goodsremaining heel, the Purchaser shall account “Delivered FOB Heel”), then title to the Company and all risks in respect of that portion of the payment in accordance with the Purchaser's fiduciary obligations; and
(b) where the Purchaser is not paid by the third party the Purchaser agrees to assign FOB Heel equal to the Company its claim against Delivered FOB Heel shall pass from the third party upon receiving Transporter to Project Co immediately prior to delivery of such quantity to DES Buyer or the Company's written request to that effect.
8.6 For the purposes of clause 8.4 and clause 8.5relevant Third Party, where the Company supplies particular Goods of the same or similar nature on multiple occasions, where the Purchaser does not make payment in respect of particular Goods, the non-payment is treated as being first in respect of particular Goods of the same or similar nature still in the possession of the Purchaser, and then against particular Goods which have passed out of the possession of the Purchaser.applicable;
Appears in 1 contract
Sources: Shipping Services Agreement (Cheniere Corpus Christi Holdings, LLC)
TITLE AND RISK. 8.1 Title 4.1 Seller retains ownership of the Goods until full payment is received for them unless otherwise stated in the order confirmation but provides to the Purchaser the right to dispose (transfer for value or otherwise) the Goods to third parties. The risk in the Goods shall pass on the Purchaser when the shipment is handed over at the Delivery Point.
4.2 Until the ownership of the Goods passes to the Purchaser, Purchaser on payment by the Purchaser of the Price in full. Where the Purchaser has not paid the Company the Price in full and risk has transferred, the Purchaser agrees to hold the Goods as a fiduciary for the Company.
8.2 Notwithstanding clause 8.1 above, risk in the Goods passes to the Purchaser from the first occurrence of:
must: (a) the passing of title in the hold Goods to the Purchaser;
on a fiduciary basis as Seller's bailee; (b) store Goods (at no cost to Seller, unless otherwise agreed in writing) separately from all other goods of Purchaser or any third party so as to remain readily identifiable as Seller's property; (c) not remove, deface or obscure identifying marks or packaging on or relating to Goods; (d) maintain Goods in satisfactory condition and provide to the physical delivery Seller a written statement about availability of insurance of Goods against all risks to Seller's reasonable satisfaction. (e) hold insurance proceeds on trust for Seller and not mix them with other money, nor pay the proceeds into an overdrawn bank account; and (f) notify Seller immediately if it becomes subject to any event in Condition 8.2.
4.3 Seller shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods to the Purchaser;
(c) the time when the Goods have has not been dispatched transferred from the premises of the Company or another location nominated by the Company, or placed on a carrier which is to effect delivery of the Goods from the Company or another location nominated by the Company Seller to the Purchaser, as applicable.
4.4 Purchaser grants Seller, its agents and employees an irrevocable license at any time to enter any premises where the carrier Goods are or may be stored to inspect them or, where Purchaser's right to possession has been nominatedterminated, arranged or retained to recover them. All recovery costs incurred by the Seller in this regard shall be paid by Purchaser; or
(d) the time when the Goods arrive at the premises . All rights of the Purchaser (Seller under this Condition 4.4. shall be subject to prior to being taken off the carrier) where the carrier which is to effect delivery of the Goods from the Company or another location nominated by the Company to the Purchaser has been nominated, arranged or retained by the Company; or
(e) if Goods are stored by the Company on behalf of consultation with the Purchaser in accordance with Clause 9order to agree the time and business site(s) for the inspection in advance.
8.3 The Company is not liable 4.5 Purchaser shall cooperate in any measures necessary for the protection of Seller’s title and rights. In particular, it authorizes Seller to enter into or register any loss or damage or deterioration reservation of the Goods after risk property in the Goods has passed to the Purchaser.
8.4 In addition to any other rights the Company may have against the Purchaserrequired form in public registers, the Company may repossess the Goods if any amount due in respect of the Goods is outstanding books or if the Company reasonably believes that any such amount will not be paid in full when it falls due for payment. The Purchaser grants the Company an irrevocable licence to enter upon any premises of the Purchaser for the purpose of taking possession of the Goods similar records, or in accordance with this clauseany relevant local laws and undertakes to complete and fulfil all appropriate formalities.
8.5 The Purchaser may sell and deliver the Goods as the Company's fiduciary to a third party in the ordinary course of the Purchaser's business provided that:
(a) where the Purchaser is paid by the third party for the Goods, the Purchaser shall account to the Company in respect of the payment in accordance with the Purchaser's fiduciary obligations; and
(b) where the Purchaser is not paid by the third party the Purchaser agrees to assign to the Company its claim against the third party upon receiving the Company's written request to that effect.
8.6 For the purposes of clause 8.4 and clause 8.5, where the Company supplies particular Goods of the same or similar nature on multiple occasions, where the Purchaser does not make payment in respect of particular Goods, the non-payment is treated as being first in respect of particular Goods of the same or similar nature still in the possession of the Purchaser, and then against particular Goods which have passed out of the possession of the Purchaser.
Appears in 1 contract
Sources: Sales Contracts
TITLE AND RISK. 8.1 Title and Risk in the Goods passes concentrate shall pass from seller to buyer when the concentrate has been delivered to the Purchaser buyer’s nominated warehouse in Manzanillo, Mexico The operations of weighing, sampling and moisture determination shall be carried out at the Manzanillo warehouse in the usual technical manner. The moisture and the wet weight determined less a weight franchise of 0.5% (zero point five percent) shall be final and binding for settlement purposes. Seller and Buyer shall appoint an internationally recognised supervision company on payment a joint basis to represent them during these operations. The costs of these operations shall be shared equally between the parties. The size of the lots for sampling purposes shall be approximately 30 (thirty) wet metric tons. Sample portions shall be made from each such sample lot and distributed as follows: • 2 sets of sealed samples for the Seller; • 2 sets of sealed samples for the Buyer; • 1 set of sealed samples to be reserved by an internationally recognised supervision company for eventual umpire purposes. The final contents for all elements shall be calculated on a lot-by-lot basis. The sum of the individual lot contents will constitute the total of the shipment. Assays shall be determined by an independent laboratory at loading port and shall be considered as finals for both parties Seller and buyer will determine by mutual agreement one of the following laboratories for assays determination, and will be chosen on a rotational basisi ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇ Spijkenisse The Netherlands ▇▇▇▇▇▇▇▇▇ Grange Prescot Road St Helens Merseyside WA10 3BQ England Silver and gold assays shall be determined unadjusted for cupel absorption and slag loss If either party is prevented, hindered or delayed from performing in whole or in part any obligation or condition of this contract by reason of force majeure (the “Affected Party”), the Affected Party shall give written notice to the other party promptly and in any event within 3 (three) Business Days after receiving notice of the occurrence of a force majeure event giving, to the extent reasonably practicable, the details and expected duration of the force majeure event and the quantity of Concentrate affected (the “Force Majeure Notice”). Provided that a Force Majeure Notice has been given, for so long as the event of force majeure exists and to the extent that performance is prevented, hindered or delayed by the Purchaser event of force majeure, neither party shall be liable to the other and the Affected Party may suspend performance of its obligations under this contract (a “Force Majeure Suspension”). During the period of a Force Majeure Suspension, the other party may suspend the performance of all or a part of its obligations to the extent that such suspension is commercially reasonable. The Affected Party shall use commercially reasonable efforts to avoid or remove the event of force majeure and shall promptly notify the other party when the event of force majeure is terminated. If a Force Majeure Suspension occurs, the time for performance of the Price in full. Where the Purchaser has not paid the Company the Price in full and risk has transferredaffected obligations and, if applicable, the Purchaser agrees to hold the Goods as term of this contract shall be extended for a fiduciary for the Company.
8.2 Notwithstanding clause 8.1 above, risk in the Goods passes period equal to the Purchaser from the first occurrence of:
(a) the passing period of title in the Goods to the Purchaser;
(b) the physical delivery of the Goods to the Purchaser;
(c) the time when the Goods have been dispatched from the premises of the Company or another location nominated by the Company, or placed on a carrier which is to effect delivery of the Goods from the Company or another location nominated by the Company to the Purchaser, where the carrier has been nominated, arranged or retained by the Purchaser; or
(d) the time when the Goods arrive at the premises of the Purchaser (prior to being taken off the carrier) where the carrier which is to effect delivery of the Goods from the Company or another location nominated by the Company to the Purchaser has been nominated, arranged or retained by the Company; or
(e) if Goods are stored by the Company on behalf of the Purchaser in accordance with Clause 9suspension.
8.3 The Company is not liable for any loss or damage or deterioration of the Goods after risk in the Goods has passed to the Purchaser.
8.4 In addition to any other rights the Company may have against the Purchaser, the Company may repossess the Goods if any amount due in respect of the Goods is outstanding or if the Company reasonably believes that any such amount will not be paid in full when it falls due for payment. The Purchaser grants the Company an irrevocable licence to enter upon any premises of the Purchaser for the purpose of taking possession of the Goods in accordance with this clause.
8.5 The Purchaser may sell and deliver the Goods as the Company's fiduciary to a third party in the ordinary course of the Purchaser's business provided that:
(a) where the Purchaser is paid by the third party for the Goods, the Purchaser shall account to the Company in respect of the payment in accordance with the Purchaser's fiduciary obligations; and
(b) where the Purchaser is not paid by the third party the Purchaser agrees to assign to the Company its claim against the third party upon receiving the Company's written request to that effect.
8.6 For the purposes of clause 8.4 and clause 8.5, where the Company supplies particular Goods of the same or similar nature on multiple occasions, where the Purchaser does not make payment in respect of particular Goods, the non-payment is treated as being first in respect of particular Goods of the same or similar nature still in the possession of the Purchaser, and then against particular Goods which have passed out of the possession of the Purchaser.
Appears in 1 contract
TITLE AND RISK. 8.1 (a) The Goods shall be at the Buyer’s risk as from the time the Goods are delivered to the Buyer.
(b) In spite of delivery having been made, title in the Goods shall not pass from JCI until:
(i) the Buyer shall have paid the Contract Sum in full; and
(ii) no other sums whatever under the Contract shall be due from the Buyer to JCI.
(c) Until the Contract Sum and all other sums due to JCI under the Contract have been fully paid in cash, the Buyer shall keep the Goods free of all taxes and encumbrances, shall not remove the Goods from the premises without written permission of JCI, and shall not transfer any interest in the Goods or in the Contract without written consent of JCI.
(d) Title to the Goods remains in JCI until the Contract Sum and all other sums due to JCI under the Contract have been fully paid in cash, all Goods whether affixed to the realty or not, shall be deemed to remain moveable property and be deemed severable without injury to the realty.
(e) The Buyer shall do whatever may be required to maintain JCI’s title. Until title in the Goods passes to the Purchaser on payment by the Purchaser of the Price in full. Where the Purchaser has not paid the Company the Price in full and risk has transferredBuyer, the Purchaser agrees to Buyer shall hold the Goods as and each of them on a fiduciary basis as bailed for JCI. The Buyer shall store the CompanyGoods (at no cost to JCI) separately from all other goods in its possession and marked in such a way that they are clearly identified as JCI’s property.
8.2 (f) Notwithstanding clause 8.1 above, risk in that the Goods passes to (or any of them) remain the Purchaser from property of JCI, the first occurrence of:
(a) the passing of title in Buyer may sell or use the Goods to the Purchaser;
(b) the physical delivery of the Goods to the Purchaser;
(c) the time when the Goods have been dispatched from the premises of the Company or another location nominated by the Company, or placed on a carrier which is to effect delivery of the Goods from the Company or another location nominated by the Company to the Purchaser, where the carrier has been nominated, arranged or retained by the Purchaser; or
(d) the time when the Goods arrive at the premises of the Purchaser (prior to being taken off the carrier) where the carrier which is to effect delivery of the Goods from the Company or another location nominated by the Company to the Purchaser has been nominated, arranged or retained by the Company; or
(e) if Goods are stored by the Company on behalf of the Purchaser in accordance with Clause 9.
8.3 The Company is not liable for any loss or damage or deterioration of the Goods after risk in the Goods has passed to the Purchaser.
8.4 In addition to any other rights the Company may have against the Purchaser, the Company may repossess the Goods if any amount due in respect of the Goods is outstanding or if the Company reasonably believes that any such amount will not be paid in full when it falls due for payment. The Purchaser grants the Company an irrevocable licence to enter upon any premises of the Purchaser for the purpose of taking possession of the Goods in accordance with this clause.
8.5 The Purchaser may sell and deliver the Goods as the Company's fiduciary to a third party in the ordinary course of the Purchaser's Buyer’s business provided that:at full market value for the account of JCI. Any such sale or dealing shall be a sale or use of JCI’s property by the Buyer on the Buyer’s own behalf and the Buyer shall deal as principal when making such sales or dealings. Until title in the Goods passes from JCI, the entire proceeds of sale or otherwise of the Goods shall be held in trust for JCI and shall not be mixed with other money or paid into any overdrawn bank account and shall be at all material times identified as JCI’s money.
(ag) JCI shall be entitled to recover the Contract Sum notwithstanding that title in any of the Goods has not passed from JCI.
(h) Until such time as title in the Goods passes from JCI, the Buyer shall upon request deliver up such of the Goods as have not ceased to be in existence or resold to JCI. If the Buyer fails to do so, JCI may enter upon any premises owned occupied or controlled by the Buyer where the Purchaser is paid Goods are situated and repossess the Goods.
(i) The Buyer shall not pledge or in any way charge by way of security for any indebtedness any of the Goods which are the property of JCI. Without prejudice to the other rights of JCI, if the Buyer does so all sums whatever owing by the third party for Buyer to JCI shall forthwith become due and payable.
(j) The Buyer shall insure and keep insured the Goods, the Purchaser shall account Goods to the Company full Contract Sum against “all risks” to the reasonable satisfaction of JCI until the date that property in respect the Goods passes from JCI, and shall whenever requested by JCI produce a copy of the payment in accordance with policy of insurance. Without prejudice to the Purchaser's fiduciary obligations; and
(b) where other rights of JCI, if the Purchaser is not paid Buyer fails to do so all sums whatever owing by the third party the Purchaser agrees Buyer to assign to the Company its claim against the third party upon receiving the Company's written request to that effectJCI shall forthwith become due and payable.
8.6 For the purposes of clause 8.4 and clause 8.5, where the Company supplies particular Goods of the same or similar nature on multiple occasions, where the Purchaser does not make payment in respect of particular Goods, the non-payment is treated as being first in respect of particular Goods of the same or similar nature still in the possession of the Purchaser, and then against particular Goods which have passed out of the possession of the Purchaser.
Appears in 1 contract
Sources: General Terms and Conditions
TITLE AND RISK. 8.1 Title a. The risk in the Goods all Products passes to the Purchaser on payment by Buyer upon delivery.
b. Until JCL has been paid in full for the Purchaser price of the Price in full. Where the Purchaser has not paid the Company the Price in full Products and risk has transferred, the Purchaser agrees all other Products agreed to hold the Goods as a fiduciary for the Company.
8.2 Notwithstanding clause 8.1 above, risk in the Goods passes be sold by JCL to the Purchaser from Buyer for which payment is then due, together (where applicable) with the first occurrence ofcosts of packaging and delivery plus any interest and charges thereon:
(ai) JCL shall retain ownership of the passing of title in the Goods to the PurchaserProducts;
(bii) the physical delivery of the Goods to the Purchaser;
(c) the time when the Goods have been dispatched from the premises of the Company or another location nominated by the Company, or placed on a carrier which is to effect delivery of the Goods from the Company or another location nominated by the Company to the Purchaser, where the carrier has been nominated, arranged or retained by the Purchaser; or
(d) the time when the Goods arrive at the premises of the Purchaser (prior to being taken off the carrier) where the carrier which is to effect delivery of the Goods from the Company or another location nominated by the Company to the Purchaser has been nominated, arranged or retained by the Company; or
(e) if Goods are stored by the Company on behalf of the Purchaser in accordance with Clause 9.
8.3 The Company is not liable for any loss or damage or deterioration of the Goods after risk in the Goods has passed to the Purchaser.
8.4 In addition to any other rights the Company may have against the Purchaser, the Company may repossess the Goods if any amount due in respect of the Goods is outstanding or if the Company reasonably believes that any such amount will not be paid in full when it falls due for payment. The Purchaser grants the Company an irrevocable licence to enter upon any premises of the Purchaser for the purpose of taking possession of the Goods in accordance with this clause.
8.5 The Purchaser Buyer may sell and deliver the Goods as the Company's fiduciary Products to a third party parties in the ordinary course of business, acting towards such third parties as a principal and not as agent, but the Purchaser's business provided that:
(a) where the Purchaser is paid by the third party Buyer must hold all proceeds of sale on trust for the GoodsJCL in a separate bank account and in such an event, the Purchaser shall account Buyer hereby assigns to JCL all rights and claims which the Buyer may have against its customers arising from such sales until full payment is made as described above. This authority will continue until otherwise notified to the Company Buyer by JCL or until: (A) an administrative receiver, liquidator, administrator or other manager has been (or notice is given to the effect that such will be) appointed in respect of the payment in accordance with Buyer’s undertaking or a material part thereof or other property or assets; or (B) any notice to the Purchaser's fiduciary obligations; and
Buyer that a petition to wind the Buyer up is to be or has been presented to the Buyer or any notice to the Buyer of a proposal to pass a resolution to wind up the Buyer (b) where the Purchaser is not paid including any proposal by the third party Buyer to do so); or (C) the Purchaser agrees Buyer decides to assign make a voluntary arrangement or composition with its creditors or any notice to the Company its claim against the third party upon receiving the Company's written request to that effect.
8.6 For the purposes of clause 8.4 and clause 8.5, where the Company supplies particular Goods Buyer and/or any of the its creditors that a proposal for the same is to be or similar nature on multiple occasions, where has been made; or (D) the Purchaser does not make payment Buyer becomes unable to pay its debts as such expression is defined by the Insolvency ▇▇▇ ▇▇▇▇; or (E) any notice to the Buyer that the Buyer is the subject of a petition for an administration order or the making of any administration order in respect of particular Goodsthe Buyer; whichever event is the earlier. In such an event, the non-payment is treated as being first Buyer shall immediately notify JCL in respect of particular Goods writing of the same or similar nature still in the possession happening of the Purchaser, and then against particular Goods which have passed out event. On receipt of written notice from JCL or on the happening of any of the events set out in this clause (ii), the Buyer’s authority to sell JCL Products shall immediately be withdrawn and all such Products within the Buyer’s or the Buyer’s customer’s possession shall immediately be delivered to JCL at the Buyer’s cost and risk.
(iii) the Buyer must store the Products in such a way as to clearly show JCL’s ownership of them;
(iv) upon demand, the Buyer must immediately notify JCL of the Purchaserplace or places where the Products are situated;
(v) the Buyer will give JCL access to the Products during all normal business hours whether they are upon land occupied by the Buyer or the Buyer’s customers and the Buyer shall deliver the Products to JCL at JCL’s request and allow JCL to remove the same without any liability to JCL whatsoever. For this purpose, the Buyer hereby grants an irrevocable right and licence to JCL’s employees, agents or representatives to enter upon the said land with or without vehicles during normal business hours.
c. Without prejudice to any other provision in this Agreement, the risk in Products for supply outside the United Kingdom will pass to the Buyer at the time of collection of the Products from JCL’s premises by the freight carrier.
Appears in 1 contract
Sources: Terms and Conditions of Sale
TITLE AND RISK. 8.1 Title and Risk in the Goods passes concentrate shall pass from seller to buyer when the concentrate has been delivered to the Purchaser buyer’s nominated warehouse in Manzanillo, Mexico The operations of weighing, sampling and moisture determination shall be carried out at the Manzanillo warehouse in the usual technical manner. The moisture and the wet weight determined less a weight franchise of 0.5% (zero point five percent) shall be final and binding for settlement purposes. Seller and Buyer shall appoint an internationally recognised supervision company on payment a joint basis to represent them during these operations. The costs of these operations shall be shared equally between the parties. The size of the lots for sampling purposes shall be approximately 30 (thirty hundred) wet metric tons. Sample portions shall be made from each such sample lot and distributed as follows: • 2 sets of sealed samples for the Seller; • 2 sets of sealed samples for the Buyer; • 1 set of sealed samples to be reserved by an internationally recognised supervision company for eventual umpire purposes. The final contents for all elements shall be calculated on a lot-by-lot basis. The sum of the individual lot contents will constitute the total of the shipment. Assays shall be determined by an independent laboratory at loading port and shall be considered as finals for both parties Seller and buyer will determine by mutual agreement one of the following laboratories for assays determination, and will be chosen on a rotational basisi ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇ Spijkenisse The Netherlands ▇▇▇▇▇▇▇▇▇ Grange Prescot Road St, Helens Merseyside WA10 3BQ England Silver and gold assays shall be determined unadjusted for cupel absorption and slag loss If either party is prevented, hindered or delayed from performing in whole or in part any obligation or condition of this contract by reason of force majeure (the “Affected Party”), the Affected Party shall give written notice to the other party promptly and in any event within 3 (three) Business Days after receiving notice of the occurrence of a force majeure event giving, to the extent reasonably practicable, the details and expected duration of the force majeure event and the quantity of Concentrate affected (the “Force Majeure Notice”). Provided that a Force Majeure Notice has been given, for so long as the event of force majeure exists and to the extent that performance is prevented, hindered or delayed by the Purchaser event of force majeure, neither party shall be liable to the other and the Affected Party may suspend performance of its obligations under this contract (a “Force Majeure Suspension”). During the period of a Force Majeure Suspension, the other party may suspend the performance of all or a part of its obligations to the extent that such suspension is commercially reasonable. The Affected Party shall use commercially reasonable efforts to avoid or remove the event of force majeure and shall promptly notify the other party when the event of force majeure is terminated. If a Force Majeure Suspension occurs, the time for performance of the Price in full. Where the Purchaser has not paid the Company the Price in full and risk has transferredaffected obligations and, if applicable, the Purchaser agrees term of this contract shall be extended for a period equal to hold the Goods period of suspension. If the period of the Force Majeure Suspension is equal to or exceeds 3 months from the date of the Force Majeure Notice, and so long as a fiduciary for the Company.
8.2 Notwithstanding clause 8.1 aboveforce majeure event is continuing, risk either party may, in its sole discretion and by written notice, terminate this contract or, in the Goods passes to case of multiple deliveries under this contract, terminate the Purchaser from the first occurrence of:
(a) the passing of title in the Goods to the Purchaser;
(b) the physical delivery of the Goods to the Purchaser;
(c) the time when the Goods have been dispatched from the premises of the Company or another location nominated by the Company, or placed on a carrier which is to effect delivery of the Goods from the Company or another location nominated by the Company to the Purchaser, where the carrier has been nominated, arranged or retained by the Purchaser; or
(d) the time when the Goods arrive at the premises of the Purchaser (prior to being taken off the carrier) where the carrier which is to effect delivery of the Goods from the Company or another location nominated by the Company to the Purchaser has been nominated, arranged or retained by the Company; or
(e) if Goods are stored by the Company on behalf of the Purchaser in accordance with Clause 9.
8.3 The Company is not liable for any loss or damage or deterioration of the Goods after risk in the Goods has passed to the Purchaser.
8.4 In addition to any other rights the Company may have against the Purchaser, the Company may repossess the Goods if any amount due in respect of the Goods is outstanding or if the Company reasonably believes that any such amount will not be paid in full when it falls due for paymentaffected deliveries. The Purchaser grants the Company an irrevocable licence to enter upon any premises of the Purchaser for the purpose of taking possession of the Goods Upon termination in accordance with this clause.
8.5 The Purchaser may sell and deliver the Goods as the Company's fiduciary to a third , neither party in the ordinary course of the Purchaser's business provided that:
(a) where the Purchaser is paid by the third party for the Goods, the Purchaser shall account have any further liability to the Company other in respect of this contractor, as the payment in accordance with the Purchaser's fiduciary obligations; and
(b) where the Purchaser is not paid by the third party the Purchaser agrees to assign to the Company its claim against the third party upon receiving the Company's written request to that effect.
8.6 For the purposes of clause 8.4 and clause 8.5, where the Company supplies particular Goods of the same or similar nature on multiple occasions, where the Purchaser does not make payment in respect of particular Goodscase may be, the non-terminated deliveries except for any rights and remedies previously accrued under the Contract, including any payment is treated as being first in respect of particular Goods of the same or similar nature still in the possession of the Purchaser, and then against particular Goods which have passed out of the possession of the Purchaserobligations.
Appears in 1 contract
TITLE AND RISK. 8.1 Title Notwithstanding the Transporter loading an LNG cargo at the Loading Point and subject to Paragraph 7 of Part B and Paragraph 2.2 of Part C of Schedule 2 in the Goods passes respect of a Diverted Cargo or a Swapped Cargo, title to the Purchaser on payment by the Purchaser of the Price and all risks in full. Where the Purchaser has not paid the Company the Price in full and risk has transferred, the Purchaser agrees to hold the Goods as a fiduciary for the Company.
8.2 Notwithstanding clause 8.1 above, risk in the Goods passes to the Purchaser from the first occurrence respect of:
9.2.1 LNG loaded hereunder by the Transporter at the Loading Point (a“Loaded Cargo”) the passing of title shall remain with Project Co; and
9.2.2 any LNG held in the Goods relevant LNG Tanker prior to the Purchaser;
(b) the physical delivery loading of the Goods to the Purchaser;
(c) the time when the Goods have been dispatched from the premises of the Company or another location nominated by the Company, or placed on a carrier Loaded Cargo and which is to effect delivery of comingled with the Goods from the Company or another location nominated by the Company to the Purchaser, where the carrier has been nominated, arranged or retained by the Purchaser; or
(d) the time when the Goods arrive at the premises of the Purchaser (prior to being taken off the carrier) where the carrier which is to effect delivery of the Goods from the Company or another location nominated by the Company to the Purchaser has been nominated, arranged or retained by the Company; or
(e) if Goods are stored by the Company on behalf of the Purchaser in accordance with Clause 9.
8.3 The Company is not liable for any loss or damage or deterioration of the Goods after risk Loaded Cargo in the Goods has passed LNG Tanker (the “FOB Heel”), shall remain with the Transporter (in that the Transporter shall retain title to the Purchaser.
8.4 In addition to any other rights the Company may have against the Purchaser, the Company may repossess the Goods if any amount due and all risks in respect of the Goods share of the commingled LNG that is outstanding equal to the quantity (in MMBtus) of the FOB Heel), provided that where the Loaded Cargo is delivered by the Transporter (on behalf of Project Co) to DES Buyer at the Delivery Point or to another Third Party buyer at the delivery point under the terms of a Mitigation Sale, (1) Project Co’s share of the commingled LNG in the relevant LNG Tanker shall be deemed to be unloaded first; and (2) if the Company reasonably believes quantity (in MMBtus) delivered to DES Buyer or the relevant Third Party, as applicable, will result in a heel remaining upon completion of such delivery that any is less than the FOB Heel (in MMBtus) (the amount (in MMBtus) by which the FOB Heel exceeds such amount will not be paid in full when it falls due for payment. The Purchaser grants the Company an irrevocable licence to enter upon any premises of the Purchaser for the purpose of taking possession of the Goods in accordance with this clause.
8.5 The Purchaser may sell and deliver the Goods as the Company's fiduciary to a third party in the ordinary course of the Purchaser's business provided that:
(a) where the Purchaser is paid by the third party for the Goodsremaining heel, the Purchaser shall account “Delivered FOB Heel”), then title to the Company and all risks in respect of that portion of the payment in accordance with the Purchaser's fiduciary obligations; and
(b) where the Purchaser is not paid by the third party the Purchaser agrees to assign FOB Heel equal to the Company its claim against Delivered FOB Heel shall pass from the third party upon receiving Transporter to Project Co immediately prior to delivery of such quantity to DES Buyer or the Company's written request to that effect.relevant Third Party, as applicable;
8.6 For 9.2.3 any LNG remaining in the purposes of clause 8.4 and clause 8.5, where the Company supplies particular Goods relevant LNG Tanker following delivery of the same Delivered Cargo or similar nature on multiple occasionsthe cargo relating to the Mitigation Sale, where the Purchaser does not make payment as applicable, in respect of particular Goods, the non-payment is treated as being first in respect of particular Goods excess of the same or similar nature still in the possession quantity of the Purchaser, and then against particular Goods which have passed out FOB Heel shall pass from Project Co to the Transporter upon completion of unloading of the possession of Delivered Cargo or the Purchasercargo relating to the Mitigation Sale, as applicable. The transfers contemplated by Clause 9.2.2 and Clause 9.2.3 shall be at no additional compensation to either Project Co or the Transporter.
Appears in 1 contract
Sources: Shipping Services Agreement (Cheniere Corpus Christi Holdings, LLC)
TITLE AND RISK. 8.1 Title in the Goods passes and risk shall pass to the Purchaser on payment by the Purchaser BUYER upon delivery of the Price VESSEL being effected as stated above and the BUILDER shall be free of all responsibility or liability whatsoever related with this CONTRACT except for the warranty of quality contained in full. Where Article X and the Purchaser has not paid obligation to correct and/or remedy any Minor Items, as provided in Article VI.6 and its obligations under Article III in respect of the Company the Price GUARANTEED BOIL-OFF RATE and Article IX in full and risk has transferredrespect of PERFORMANCE ACCEPTANCE TESTS, it being expressly understood that, until such delivery is effected, the Purchaser agrees VESSEL and equipment thereof are at the entire risk of the BUILDER including but not confined to, risks of war, insurrection and seizure by governments or authorities, whether Korean or foreign, and whether at war or at peace. The title to hold the Goods BUYER's SUPPLIES as a fiduciary provided in Article XIII shall remain with the BUYER and the BUILDER's responsibility for such BUYER's SUPPLIES shall be as described in Article XIII.2. From the time of keel laying until the VESSEL is delivered to the BUYER, the BUILDER shall effect and maintain at no cost to the BUYER, Builder’s Risk Insurance for the Company.
8.2 Notwithstanding clause 8.1 above, risk in VESSEL and the Goods passes to the Purchaser from the first occurrence ofBUYER's SUPPLIES. Such Builder’s Risk Insurance shall:
(a) the passing of title in the Goods to the Purchaserbe on terms no less wide than Institute Clauses for Builder’s Risk terms (1/6/88) including Institute War and Institute Strike Clause;
(b) be in an amount not less than the physical delivery aggregate of the Goods payments made by the BUYER to the Purchaser;BUILDER plus the value of the BUYER's SUPPLIES at the SHIPYARD; and
(c) note the time when the Goods have been dispatched from the premises interest of the Company or another location nominated BUYER under the policy. If the BUYER so requests, the BUILDER shall at the BUYER's cost procure insurance on the VESSEL and all her parts, materials, machinery and equipment against other risks not provided in this paragraph 5 of this Article. the cost of such insurance shall be reimbursed to the BUILDER by the Company, or placed on a carrier which is to effect BUYER upon delivery of the Goods from the Company or another location nominated by the Company to the Purchaser, where the carrier has been nominated, arranged or retained by the Purchaser; or
(d) the time when the Goods arrive at the premises of the Purchaser (prior to being taken off the carrier) where the carrier which is to effect delivery of the Goods from the Company or another location nominated by the Company to the Purchaser has been nominated, arranged or retained by the Company; or
(e) if Goods are stored by the Company on behalf of the Purchaser in accordance with Clause 9VESSEL.
8.3 The Company is not liable for any loss or damage or deterioration of the Goods after risk in the Goods has passed to the Purchaser.
8.4 In addition to any other rights the Company may have against the Purchaser, the Company may repossess the Goods if any amount due in respect of the Goods is outstanding or if the Company reasonably believes that any such amount will not be paid in full when it falls due for payment. The Purchaser grants the Company an irrevocable licence to enter upon any premises of the Purchaser for the purpose of taking possession of the Goods in accordance with this clause.
8.5 The Purchaser may sell and deliver the Goods as the Company's fiduciary to a third party in the ordinary course of the Purchaser's business provided that:
(a) where the Purchaser is paid by the third party for the Goods, the Purchaser shall account to the Company in respect of the payment in accordance with the Purchaser's fiduciary obligations; and
(b) where the Purchaser is not paid by the third party the Purchaser agrees to assign to the Company its claim against the third party upon receiving the Company's written request to that effect.
8.6 For the purposes of clause 8.4 and clause 8.5, where the Company supplies particular Goods of the same or similar nature on multiple occasions, where the Purchaser does not make payment in respect of particular Goods, the non-payment is treated as being first in respect of particular Goods of the same or similar nature still in the possession of the Purchaser, and then against particular Goods which have passed out of the possession of the Purchaser.
Appears in 1 contract
TITLE AND RISK. 8.1 Title 7.1 Risk in the Goods passes shall pass to the Purchaser on payment by the Purchaser of the Price in full. Where the Purchaser has not paid the Company the Price in full and risk has transferred, the Purchaser agrees to hold Buyer when the Goods as a fiduciary for are delivered to the CompanyBuyer.
8.2 Notwithstanding clause 8.1 above, risk in the Goods passes to the Purchaser from the first occurrence of:
(a) the passing of title in the Goods to the Purchaser;
(b) the physical delivery 7.2 The ownership of the Goods shall remain with the Seller until the Buyer has paid all liquidated sums owed by the Buyer to the Purchaser;Seller, including Clawback, whether under this contract or otherwise.
(c) 7.3 The Goods shall be stored on the time when Buyer’s premises separately from any other goods and the Buyer shall not interfere with any identification marks or serial numbers on the Goods.
7.4 The Buyer is licensed by the Seller to sell the Goods have been dispatched from the premises of the Company or another location nominated by the Company, or placed on a carrier which is to effect delivery of the Goods from the Company or another location nominated by the Company delivered to the Purchaser, where the carrier has been nominated, arranged or retained by the Purchaser; or
(d) the time when the Goods arrive at the premises of the Purchaser (prior to being taken off the carrier) where the carrier which is to effect delivery of the Goods from the Company or another location nominated by the Company Buyer subject to the Purchaser has been nominated, arranged or retained by the Company; or
(e) if Goods are stored by the Company on behalf revocation of the Purchaser such authority in accordance with Clause 9sub-clause 7.5 below.
8.3 The Company is not liable for any loss or damage or deterioration of 7.5 Until title to the Goods after risk in the Goods has passed to the Purchaser.
8.4 In addition passes, without prejudice to any other rights of the Company may have against the PurchaserSeller, the Company Seller may repossess at any time revoke the Goods power of sale and use contained in sub-clause 7.4 above by notice to the Buyer if the Buyer is in default for longer than 14 days in the payment of any amount sum whatsoever due to the Seller whether in respect of the Goods is outstanding or otherwise or if the Company reasonably believes that Seller has bona fide doubts as to the solvency of the Buyer, whereupon the Buyer shall deliver up such Goods to the Seller.
7.6 The Seller may at any such amount will time recover and re-sell Goods in which title shall not be paid in full when it falls due for paymenthave passed to the Buyer. The Purchaser grants Seller by its servants and agents shall be entitled to access to the Company an irrevocable licence Buyer’s premises or those to enter upon any premises which the Buyer has a right of access where the Purchaser Goods or some of them are stored or thought to be stored for the purpose of taking re-possession at any time.
7.7 The Buyer will, upon demand, notify the Seller of all and any locations where the Goods will be delivered to or stored by the Buyer.
7.8 Risk in the Goods shall revert to the Seller following re- possession but not otherwise.
7.9 If the Buyer shall become bankrupt or insolvent, or have a receiving order or administration order made against him or compound with his creditors, or, being a corporation, commence to be wound up, not being a members voluntary winding up for the purpose of reconstruction or amalgamation, or carry on its business under a receiver for the benefit of its creditors or any of them, or the Seller has bona fide doubts as to the solvency of the Goods in accordance with this clause.
8.5 The Purchaser may sell and deliver Buyer, all sums payable to the Goods as the Company's fiduciary to a third party in the ordinary course of the Purchaser's business provided that:
(a) where the Purchaser is paid Seller by the third party for the Goods, the Purchaser shall account to the Company Buyer in respect of the payment in accordance with Goods or otherwise shall become due and payable forthwith, without requirement for any notice to be given and the Purchaser's fiduciary obligations; and
(b) where Seller shall be released from its obligation to deliver such of the Purchaser is not paid by the third party the Purchaser agrees to assign Goods as remain undelivered, save on terms acceptable to the Company its claim against Seller, or if the third party upon receiving the Company's written request to that effect.
8.6 For the purposes Goods or any of clause 8.4 and clause 8.5, where the Company supplies particular Goods of the same or similar nature on multiple occasions, where the Purchaser does not make payment in respect of particular Goodsthem shall have been delivered, the nonpower of sale and use contained in sub-payment is treated as being first in respect of particular Goods of the same or similar nature still in the possession of the Purchaserclause 7.4 above shall be deemed revoked forthwith, and then against particular the Goods which have passed out of shall be delivered up to the possession of the PurchaserSeller.
Appears in 1 contract
Sources: General Conditions