Common use of TITLE AND RISK Clause in Contracts

TITLE AND RISK. 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 respect of a Diverted Cargo or a Swapped Cargo, title to and all risks in respect of: 9.2.1 LNG loaded hereunder by the Transporter at the Loading Point ("Loaded Cargo") shall remain with Project Co; and 9.2.2 any LNG held in the relevant LNG Tanker prior to the loading of the Loaded Cargo and which is comingled with the Loaded Cargo in the LNG Tanker (the “FOB Heel”), shall remain with the Transporter (in that the Transporter shall retain title to and all risks in respect of the share of the commingled LNG that is 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 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 is less than the FOB Heel (in MMBtus) (the amount (in MMBtus) by which the FOB Heel exceeds such remaining heel, the “Delivered FOB Heel”), then title to and all risks in respect of that portion of the FOB Heel equal to the Delivered FOB Heel shall pass from the Transporter to Project Co immediately prior to delivery of such quantity to DES Buyer or the relevant Third Party, as applicable; 9.2.3 any LNG remaining in the relevant LNG Tanker following delivery of the Delivered Cargo or the cargo relating to the Mitigation Sale, as applicable, in excess of the quantity of the FOB Heel shall pass from Project Co to the Transporter upon completion of unloading of the Delivered Cargo or the cargo 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. Notwithstanding (TO APPLY WHEN THE GOODS ARE SUBJECT TO THE LAWS OF SCOTLAND) 6.1 Property and title in the Transporter loading an LNG cargo at Goods shall not pass to the Loading Point and 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 to Paragraph 7 of Part B and Paragraph 2.2 of Part C of Schedule 2 in respect matter of a Diverted Cargo or 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 Swapped Cargo, title to manner which clearly distinguishes them from other Goods and all risks products of the Purchaser and indicates that they are in respect of: 9.2.1 LNG loaded hereunder fact owned by the Transporter at Company and not by the Loading Point ("Loaded Cargo") Purchaser. 6.3 The Purchaser shall remain with Project Co; and 9.2.2 not sell or dispose of any LNG held in the relevant LNG Tanker prior to the loading individual consignment of or delivery of the Loaded Cargo and which is comingled with Goods save as agent for the Loaded Cargo Company until the price due in the LNG Tanker (the “FOB Heel”), shall remain with the Transporter (in that the Transporter shall retain title to and all risks in respect terms of the share contract has been received by the Company. 6.4 On the happening of any of the commingled LNG that is equal to following events the quantity (in MMBtus) Company may recover any 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 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 is less than the FOB Heel (in MMBtus) (the amount (in MMBtus) by which the FOB Heel exceeds such remaining heel, the “Delivered FOB Heel”), then title to and all risks in respect of that portion of the FOB Heel equal to the Delivered FOB Heel shall pass from the Transporter to Project Co immediately prior to delivery of such quantity to DES Buyer or the relevant Third Party, as applicable; 9.2.3 any LNG Goods remaining in the relevant LNG Tanker following delivery 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 Delivered Cargo 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 cargo relating 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 Mitigation Sale, as applicable, in excess of Purchaser on delivery whereupon the quantity of the FOB Heel shall pass from Project Co to the Transporter upon completion of unloading of the Delivered Cargo or the cargo relating to the Mitigation Sale, as applicable. The transfers contemplated by ▇▇▇▇▇▇ 9.2.2 and Clause 9.2.3 Purchaser shall be at no additional compensation to either Project Co or the Transporterliable for insurance of such Goods. 6.6 Sub clauses 6.1, 6.2, 6.3, 6.4 and 6.5 of this clause shall each be construed and receive effect as a separate clause of these conditions.

Appears in 5 contracts

Sources: Terms and Conditions, Terms and Conditions, Terms and Conditions

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 Transporter loading an LNG cargo at Goods passes to the Loading Point and subject to Paragraph 7 of Part B and Paragraph 2.2 of Part C of Schedule 2 in respect of a Diverted Cargo or a Swapped Cargo, title to and all risks in respect Purchaser from the first occurrence of: 9.2.1 LNG loaded hereunder (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 Transporter 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 Loading Point premises of the Purchaser ("Loaded Cargo"prior to being taken off the carrier) shall remain 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 Project Co; andClause 9. 9.2.2 8.3 The Company is not liable for any LNG held loss or damage or deterioration of the Goods after risk in the relevant LNG Tanker prior Goods has passed to the loading of Purchaser. 8.4 In addition to any other rights the Loaded Cargo and which is comingled with Company may have against the Loaded Cargo in Purchaser, the LNG Tanker (Company may repossess the “FOB Heel”), shall remain with the Transporter (in that the Transporter shall retain title to and all risks Goods if any amount due in respect of the share 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 commingled LNG that 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 equal paid by the third party for the Goods, the Purchaser shall account 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 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 is less than the FOB Heel (in MMBtus) (the amount (in MMBtus) by which the FOB Heel exceeds such remaining heel, the “Delivered FOB Heel”), then title to and all risks 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 portion effect. 8.6 For the purposes of clause 8.4 and clause 8.5, where the Company supplies particular Goods of the FOB Heel equal to same or similar nature on multiple occasions, where the Delivered FOB Heel shall pass from Purchaser does not make payment in respect of particular Goods, the Transporter to Project Co immediately prior to delivery non-payment is treated as being first in respect of such quantity to DES Buyer particular Goods of the same or the relevant Third Party, as applicable; 9.2.3 any LNG remaining similar nature still in the relevant LNG Tanker following delivery possession of the Delivered Cargo or the cargo relating to the Mitigation SalePurchaser, as applicable, in excess and then against particular Goods which have passed out of the quantity possession of the FOB Heel shall pass from Project Co to the Transporter upon completion of unloading of the Delivered Cargo or the cargo 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 TransporterPurchaser.

Appears in 5 contracts

Sources: Contract Terms and Conditions, Contract Terms and Conditions, Corporate Contract

TITLE AND RISK. Notwithstanding 6.1 The risk in the Transporter loading an LNG cargo at Goods shall pass to the Loading Point 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 subject any other goods that Voip-Unlimited has supplied to Paragraph 7 of Part B and Paragraph 2.2 of Part C of Schedule 2 the Reseller in respect of a Diverted Cargo or a Swapped Cargowhich payment has become due, in which case title to and the Goods shall pass at the time of payment of all risks in respect ofsuch 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: 9.2.1 LNG loaded hereunder (a) store the Goods separately from all other goods held by the Transporter at the Loading Point ("Loaded Cargo") shall Reseller or End User so that they remain with Project Co; and 9.2.2 any LNG held in the relevant LNG Tanker prior to the loading of the Loaded Cargo and which is comingled with the Loaded Cargo in the LNG Tanker (the “FOB Heel”), shall remain with the Transporter (in that the Transporter shall retain title to and all risks in respect of the share of the commingled LNG that is 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 Coreadily identifiable as Voip-Unlimited's share of the commingled LNG in the relevant LNG Tanker shall be deemed to be unloaded first; and (2) if the 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 is less than the FOB Heel (in MMBtus) (the amount (in MMBtus) by which the FOB Heel exceeds such remaining heel, the “Delivered FOB Heel”), then title to and all risks in respect of that portion of the FOB Heel equal to the Delivered FOB Heel shall pass from the Transporter to Project Co immediately prior to delivery of such quantity to DES Buyer or the relevant Third Party, as applicableproperty; 9.2.3 (b) not remove, deface or obscure any LNG remaining in the relevant LNG Tanker following delivery of the Delivered Cargo or the cargo relating to the Mitigation Sale, as applicable, in excess of the quantity of the FOB Heel shall pass from Project Co to the Transporter upon completion of unloading of the Delivered Cargo or the cargo relating to the Mitigation Sale, as applicable. The transfers contemplated by ▇▇identifying ▇▇▇▇ 9.2.2 or packaging on or relating to the Goods; (c) maintain the Goods in satisfactory condition and Clause 9.2.3 shall be 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 Reseller the Reseller becomes subject to any of the events listed in clause 13.4, then, without limiting any other right or remedy Voip-Unlimited may have: (a) the Reseller's right to resell Goods or use them in the ordinary course of its business (including by an End User) ceases immediately; and (b) Voip-Unlimited may at no additional compensation any time: (i) require the Reseller to either Project Co deliver up or procure the Transporterdelivery 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 Goods are stored in order to recover them.

Appears in 4 contracts

Sources: Master Services Agreement, Master Services Agreement, Master Services Agreement

TITLE AND RISK. Notwithstanding 5.1 Where 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 respect of a Diverted Cargo or a Swapped Cargo, Company is purchasing Goods: (a) title to and all risks in respect of: 9.2.1 LNG loaded hereunder the Goods shall pass to the Company upon the earlier of delivery or the first payment by the Transporter at the Loading Point ("Loaded Cargo") shall remain with Project Co; and 9.2.2 any LNG held in the relevant LNG Tanker prior to the loading of the Loaded Cargo and which is comingled with the Loaded Cargo in the LNG Tanker (the “FOB Heel”), shall remain with the Transporter (in that the Transporter shall retain title to and all risks Company in respect of the share of Goods and the commingled LNG that is equal Supplier shall take all reasonable steps to pass title in such Goods to the quantity Company, including, where requested, completing a vesting certificate; and (in MMBtusb) 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 risk in the relevant LNG Tanker Goods shall be deemed to be unloaded first; and (2) if the 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 is less than the FOB Heel (in MMBtus) (the amount (in MMBtus) by which the FOB Heel exceeds such remaining heel, the “Delivered FOB Heel”), then title to and all risks in respect of that portion of the FOB Heel equal only pass to the Delivered FOB Heel shall pass from the Transporter to Project Co immediately prior to delivery of such quantity to DES Buyer or the relevant Third Party, as applicable; 9.2.3 any LNG remaining in the relevant LNG Tanker following Company upon delivery of the Delivered Cargo or Goods in accordance with this Agreement. 5.2 Where the cargo relating Company is hiring Goods: (a) title to the Mitigation Sale, Goods indicated as applicable, in excess being hired by the Company from the Supplier (Hire Goods) shall remain the property of the quantity 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 FOB Heel Hire Goods as set out in this Agreement; (b) the Supplier irrevocably permits the Company, its contractors and other persons authorised by the Company to use the Hire Goods in accordance with the manufacturer’s instructions and recommendations during the hire period specified in this Agreement (Hire Period) and subject to this Agreement; (c) the Supplier shall pass 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 Project Co 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 notified by the Supplier to the Transporter upon completion of unloading Company by the date of the Delivered Cargo or final settlement invoice (together, (d) within 30 days after return of the cargo relating Hire Goods to the Mitigation SaleSupplier, 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 applicable. The transfers contemplated 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 ▇▇▇▇▇▇ 9.2.2 Supplier; or (ii) theft or loss of Hire Goods not caused by the negligence of the Company. 5.3 While in the Supplier’s or any Supplier Personnel’s possession or control, the Supplier shall accept risk in any Company Property and Clause 9.2.3 such Company Property shall be at no additional compensation 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 performing this Agreement and shall be returned to either Project Co or the TransporterCompany immediately on the Company’s written demand. 5.4 The Company reserves the right to require the Supplier to enter into commitments entitling the Company to take possession of the Goods when the Company considers there is a risk of Supplier financial distress.

Appears in 1 contract

Sources: Supply of Goods & Services Agreement

TITLE AND RISK. 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 respect of a Diverted Cargo or a Swapped Cargo, title to and all risks in respect of: 9.2.1 LNG loaded hereunder by the Transporter at the Loading Point ("Loaded Cargo") shall remain with Project Co; and 9.2.2 any LNG held in the relevant LNG Tanker prior to the loading of the Loaded Cargo and which is comingled with the Loaded Cargo in the LNG Tanker (the “FOB Heel”), shall remain with the Transporter (in that the Transporter shall retain title to and all risks in respect of the share of the commingled LNG that is 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 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 is less than the FOB Heel (in MMBtus) (the amount (in MMBtus) by which the FOB Heel exceeds such remaining heel, the “Delivered FOB Heel”), then title to and all risks in respect of that portion of the FOB Heel equal to the Delivered FOB Heel shall pass from the Transporter to Project Co immediately prior to delivery of such quantity to DES Buyer or the relevant Third Party, as applicable; 9.2.3 any LNG remaining in the relevant LNG Tanker following delivery of the Delivered Cargo or the cargo relating to the Mitigation Sale, as applicable, in excess of the quantity of the FOB Heel shall pass from Project Co to the Transporter upon completion of unloading of the Delivered Cargo or the cargo 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 1 contract

Sources: Shipping Services Agreement (Cheniere Corpus Christi Holdings, LLC)

TITLE AND RISK. Notwithstanding the Transporter loading an LNG cargo at the Loading Point Title and subject to Paragraph 7 of Part B and Paragraph 2.2 of Part C of Schedule 2 in respect of a Diverted Cargo or a Swapped Cargo, title to and all risks in respect of: 9.2.1 LNG loaded hereunder by the Transporter at the Loading Point ("Loaded Cargo") shall remain with Project Co; and 9.2.2 any LNG held Risk in the relevant LNG Tanker prior to the loading of the Loaded Cargo and which is comingled with the Loaded Cargo in the LNG Tanker (the “FOB Heel”), shall remain with the Transporter (in that the Transporter shall retain title to and all risks in respect of the share of the commingled LNG that is 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 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 is less than the FOB Heel (in MMBtus) (the amount (in MMBtus) by which the FOB Heel exceeds such remaining heel, the “Delivered FOB Heel”), then title to and all risks in respect of that portion of the FOB Heel equal to the Delivered FOB Heel concentrate shall pass from seller to buyer when the Transporter concentrate has been delivered to Project Co immediately prior to delivery the buyer’s nominated warehouse in Manzanillo, Mexico The operations of such quantity to DES Buyer or weighing, sampling and moisture determination shall be carried out at the relevant Third Party, as applicable; 9.2.3 any LNG remaining Manzanillo warehouse in the relevant LNG Tanker following delivery 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 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 Delivered Cargo or 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 cargo relating Seller; • 2 sets of sealed samples for the Buyer; • 1 set of sealed samples to the Mitigation Sale, as applicable, in excess 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 quantity individual lot contents will constitute the total of the FOB Heel shipment. Assays shall pass from Project Co to the Transporter upon completion of unloading 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 Delivered Cargo or the cargo relating to the Mitigation Salefollowing laboratories for assays determination, as applicable. The transfers contemplated by and will be chosen on a rotational basisi ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ 9.2.2 ▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇ Spijkenisse The Netherlands ▇▇▇▇▇▇▇▇▇ Grange Prescot Road St Helens Merseyside WA10 3BQ England Silver and Clause 9.2.3 gold assays shall be at no additional compensation 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 either Project Co 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 Transporterevent 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 affected obligations and, if applicable, the term of this contract shall be extended for a period equal to the period of suspension.

Appears in 1 contract

Sources: Purchase Contract (Gold Resource Corp)

TITLE AND RISK. Notwithstanding 8.1 Risk in and responsibility for the Transporter loading an LNG cargo at Goods shall pass to the Loading Point and subject Customer once they have been delivered to Paragraph 7 the carrier appointed to deliver the Goods to the Delivery Point. 8.2 Subject to clause 8.4, ownership of Part B and Paragraph 2.2 the Goods shall not pass to the Customer until Treadsetters has received payment in full of Part C of Schedule 2 all monies owed by the Customer to Treadsetters for: (a) the Goods; and (b) any other goods that Treadsetters has supplied to the Customer in respect of a Diverted Cargo or a Swapped Cargowhich payment has become due. 8.3 Until ownership of the Goods passes to the Customer, title to and all risks in respect ofthe Customer shall hold the Goods on the following terms: 9.2.1 LNG loaded hereunder by (a) hold the Transporter at the Loading Point ("Loaded Cargo") shall remain with Project Co; and 9.2.2 any LNG held in the relevant LNG Tanker prior to the loading of the Loaded Cargo and which is comingled with the Loaded Cargo in the LNG Tanker (the “FOB Heel”), shall remain with the Transporter (in that the Transporter shall retain title to and all risks in respect of the share of the commingled LNG that is equal to the quantity (in MMBtus) of the FOB Heel), provided that where the Loaded Cargo is delivered by the Transporter (Goods 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 quantity (in MMBtus) delivered to DES Buyer or the relevant Third Party, fiduciary basis as applicable, will result in a heel remaining upon completion of such delivery that is less than the FOB Heel (in MMBtus) (the amount (in MMBtus) by which the FOB Heel exceeds such remaining heel, the “Delivered FOB Heel”), then title to and all risks in respect of that portion of the FOB Heel equal to the Delivered FOB Heel shall pass from the Transporter to Project Co immediately prior to delivery of such quantity to DES Buyer or the relevant Third Party, as applicable; 9.2.3 any LNG remaining in the relevant LNG Tanker following delivery of the Delivered Cargo or the cargo relating to the Mitigation Sale, as applicable, in excess of the quantity of the FOB Heel shall pass from Project Co to the Transporter upon completion of unloading of the Delivered Cargo or the cargo relating to the Mitigation Sale, as applicable. The transfers contemplated by ▇▇▇▇▇▇ 9.2.2 and Clause 9.2.3 ▇▇▇▇▇▇▇’s bailee; (b) the Goods shall be stored separately from other goods held by the Customer and shall be clearly identifiable as the property of Treadsetters; (c) the Goods shall not be mixed with other goods or altered in any way; (d) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; (e) the Goods shall be adequately stored and maintained in a satisfactory condition; and (f) each Good shall be insured for an amount at no additional compensation least equal to either Project Co its List Price and any proceeds of the insurance policy shall be held on trust for Treadsetters in a separate account in the joint names of Treadsetters and the Customer. The Customer shall not mix the insurance proceeds with any other money or pay the Transporterproceeds into an overdrawn bank account. The Customer shall account to Treadsetters for the proceeds accordingly and make good any shortfall in the amount due to Treadsetters. 8.4 The Customer may resell (but may not deal in any other way with) the Goods to a third party and pass good title to that third party on the following terms: (a) the sale is in the ordinary course of the Customer's business; and (b) the Customer holds the proceeds of any resale on trust for Treadsetters in a separate account in the joint names of Treadsetters and the Customer and does not mix them with any other money or pay the proceeds into an overdrawn bank account. The Customer shall account to Treadsetters for the proceeds accordingly and shall make good any shortfall in the amount due to Treadsetters. 8.5 The Customer shall lose its rights to possession and resale of the Goods if: (a) the Customer becomes subject to any of the events in clause 12(1)(b) to clause 12.1(d) and clause 12.1(g) to clause 12.1(i); or (b) this agreement terminates and the Customer does not pay all outstanding amounts under this agreement within 30 days; or (c) the Customer suffers any legal or equitable execution to be levied on its property. 8.6 The Customer grants to Treadsetters an irrevocable licence for Treadsetters, its agents and employees to enter any premises where the goods of the Customer are stored to ascertain whether any Goods are stored there and to inspect, count and recover them. 8.7 The Customer shall register any necessary charge over money or goods and take such other steps as are necessary to give effect to this clause 8 at the request of Treadsetters.

Appears in 1 contract

Sources: Terms and Conditions

TITLE AND RISK. Notwithstanding 9.1. Risk in the Transporter loading an LNG cargo at Furniture shall pass to You when the Loading Point 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 subject to Paragraph 7 of Part B and Paragraph 2.2 of Part C of Schedule 2 in respect of a Diverted Cargo or a Swapped Cargo, 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 in respect of: 9.2.1 LNG loaded hereunder by for their full price from the Transporter at the Loading Point ("Loaded Cargo") shall remain with Project Codate and delivery; and 9.2.2 any LNG held in the relevant LNG Tanker prior to the loading of the Loaded Cargo and which is comingled with the Loaded Cargo in the LNG Tanker (the “FOB Heel”), shall remain with the Transporter (in that the Transporter shall retain title to and all risks in respect of the share of the commingled LNG that is 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 quantity (in MMBtus) delivered to DES Buyer or the relevant Third Party, as applicable, will result in a heel remaining upon completion of 9.3.4. give Us such delivery that is less than the FOB Heel (in MMBtus) (the amount (in MMBtus) by which the FOB Heel exceeds such remaining heel, the “Delivered FOB Heel”), then title to and all risks in respect of that portion of the FOB Heel equal to the Delivered FOB Heel shall pass from the Transporter to Project Co immediately prior to delivery of such quantity to DES Buyer or the relevant Third Party, as applicable; 9.2.3 any LNG remaining in the relevant LNG Tanker following delivery of the Delivered Cargo or the cargo information relating to the Mitigation SaleFurniture 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 Site, or the premises of any third party where the 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 Contract) grant to Us, or Our agents, an irrevocable licence to enter 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 Furniture from those premises. To facilitate this right You (by entering into this Contract) irrevocably authorise Us (or Our agents) to act as applicable, in excess Your attorney when dealing with such third party. This right shall continue to subsist notwithstanding the transaction of the quantity 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 any indebtedness any of the FOB Heel Goods which remain Our property, but if You do so, then all monies owing by You to Us shall pass from Project Co (without prejudice to any other right or remedy We may have) become immediately due and payable. 9.7. Notwithstanding the Transporter upon completion provisions of unloading of Conditions 9.1 to 9.6, We may bring an action for the Delivered Cargo or Price at any time after the cargo 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 TransporterPrice has become payable under these Conditions.

Appears in 1 contract

Sources: Terms and Conditions of Sale

TITLE AND RISK. Notwithstanding 9.1 The risk in the Transporter loading an LNG cargo at Goods shall pass to SIBA CS LTD on the Loading Point and subject Delivery Date. 9.2 Title to Paragraph 7 the Goods shall not pass to SIBA CS LTD until the Supplier has received payment in full (in cash or cleared funds) for the Goods. 9.3 For the avoidance of Part B and Paragraph 2.2 of Part C of Schedule 2 in respect of a Diverted Cargo or a Swapped Cargodoubt, title to the Containers shall not pass to SIBA CS LTD or the Customer or any third party and shall remain at all risks in respect oftimes with the Supplier. 9.4 Until title to the Goods has passed to SIBA CS LTD, SIBA CS LTD shall: 9.2.1 LNG loaded hereunder by (a) hold the Transporter at Goods on a fiduciary basis as the Loading Point Supplier's bailee: ("Loaded Cargo"b) shall remain with Project Conotify the Supplier immediately if it becomes subject to an Insolvency Event; and 9.2.2 any LNG held in the relevant LNG Tanker prior (c) use its reasonable endeavours to the loading of the Loaded Cargo and which (so far as it is comingled with the Loaded Cargo in the LNG Tanker (the “FOB Heel”), shall remain with the Transporter (in within its power to do so) to procure that the Transporter shall retain title to Customers: (i) store the Goods and the Containers separately from all risks in respect of the share of the commingled LNG that is equal to the quantity (in MMBtus) of the FOB Heel), provided that where the Loaded Cargo is delivered other goods held by the Transporter (on behalf of Project Co) to DES Buyer at Customer so that they remain readily identifiable as the Delivery Point or to another Third Party buyer at the delivery point under the terms of a Mitigation Sale, (1) Project CoSupplier's share of the commingled LNG in the relevant LNG Tanker shall be deemed to be unloaded first; and (2) if the 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 is less than the FOB Heel (in MMBtus) (the amount (in MMBtus) by which the FOB Heel exceeds such remaining heel, the “Delivered FOB Heel”), then title to and all risks in respect of that portion of the FOB Heel equal to the Delivered FOB Heel shall pass from the Transporter to Project Co immediately prior to delivery of such quantity to DES Buyer or the relevant Third Party, as applicableproperty; 9.2.3 any LNG remaining (ii) store and sell the Goods only by means of suitable equipment and in the relevant LNG Tanker following delivery of the Delivered Cargo or the cargo relating to the Mitigation Sale, as applicableappropriate conditions, in excess of the quantity of the FOB Heel shall pass from Project Co to the Transporter upon completion of unloading of the Delivered Cargo accordance with best industry practice; (iii) not remove, deface or the cargo relating to the Mitigation Sale, as applicable. The transfers contemplated by ▇▇obscure any identifying ▇▇▇▇ 9.2.2 on the Containers or any other packaging relating to the Goods; (iv) maintain the Goods and Clause 9.2.3 shall be at no additional compensation any Containers in satisfactory condition and in accordance with 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 resell or use the Goods (but for the avoidance of doubt, not the Containers), in the ordinary course of its business and on the basis that its Customers may resell or use the Goods in the ordinary course of their respective businesses. 9.5 If before title to either Project Co the Goods passes to SIBA CS LTD, it becomes subject to an Insolvency Event, or the TransporterSupplier reasonably believes that an Insolvency Event is about to happen and notifies SIBA CS LTD accordingly, then, provided 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 Goods and Containers are stored in order to recover them.

Appears in 1 contract

Sources: Supply Agreement

TITLE AND RISK. Notwithstanding 4.1 Seller retains ownership of 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 respect of a Diverted Cargo or a Swapped Cargo, title to and all risks in respect of: 9.2.1 LNG loaded hereunder by the Transporter at the Loading Point ("Loaded Cargo") shall remain with Project Co; and 9.2.2 any LNG held Goods until full payment is received for them unless otherwise stated in the relevant LNG Tanker prior order confirmation but provides to the loading of Purchaser the Loaded Cargo and which is comingled with right to dispose (transfer for value or otherwise) the Loaded Cargo Goods to third parties. The risk in the LNG Tanker (Goods shall pass on the “FOB Heel”), shall remain with Purchaser when the Transporter (in that the Transporter shall retain title to and all risks in respect of the share of the commingled LNG that shipment is 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 handed over at the Delivery Point or to another Third Party buyer at Point. 4.2 Until the delivery point under the terms of a Mitigation Sale, (1) Project Co's share ownership of the commingled LNG Goods passes to Purchaser, Purchaser must: (a) hold Goods 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 relevant LNG Tanker shall be deemed Seller a written statement about availability of insurance of Goods against all risks to be unloaded firstSeller'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 (2f) 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 quantity (in MMBtus) delivered Goods notwithstanding that ownership of any of the Goods has not been transferred from Seller to DES Buyer or the relevant Third PartyPurchaser, as applicable. 4.4 Purchaser grants Seller, will result its agents and employees an irrevocable license at any time to enter any premises where the Goods are or may be stored to inspect them or, where Purchaser's right to possession has terminated, to recover them. All recovery costs incurred by Seller in a heel remaining upon completion of such delivery that is less than the FOB Heel (in MMBtus) (the amount (in MMBtus) this regard shall be paid by which the FOB Heel exceeds such remaining heel, the “Delivered FOB Heel”), then title to and all risks in respect of that portion Purchaser. All rights of the FOB Heel equal Seller under this Condition 4.4. shall be subject to prior consultation with the Delivered FOB Heel Purchaser in order to agree the time and business site(s) for the inspection in advance. 4.5 Purchaser shall pass from cooperate in any measures necessary for the Transporter protection of Seller’s title and rights. In particular, it authorizes Seller to Project Co immediately prior to delivery enter into or register any reservation of such quantity to DES Buyer or the relevant Third Party, as applicable; 9.2.3 any LNG remaining property in the required form in public registers, books or similar records, or in accordance with any relevant LNG Tanker following delivery of the Delivered Cargo or the cargo relating local laws and undertakes to the Mitigation Sale, as applicable, in excess of the quantity of the FOB Heel shall pass from Project Co to the Transporter upon completion of unloading of the Delivered Cargo or the cargo relating to the Mitigation Sale, as applicable. The transfers contemplated by ▇▇▇▇▇▇ 9.2.2 complete and Clause 9.2.3 shall be at no additional compensation to either Project Co or the Transporterfulfil all appropriate formalities.

Appears in 1 contract

Sources: Sales Contracts

TITLE AND RISK. Notwithstanding a. The risk in all Products passes to the Transporter loading an LNG cargo at Buyer upon delivery. b. Until JCL has been paid in full for the Loading Point and subject to Paragraph 7 price of Part B and Paragraph 2.2 of Part C of Schedule 2 in respect of a Diverted Cargo or a Swapped Cargo, title to the Products and all risks in respect ofother Products agreed to be sold by JCL to the Buyer for which payment is then due, together (where applicable) with the costs of packaging and delivery plus any interest and charges thereon: 9.2.1 LNG loaded hereunder by (i) JCL shall retain ownership of the Transporter at Products; (ii) the Loading Point ("Loaded Cargo") shall remain with Project Co; and 9.2.2 any LNG held Buyer may sell and deliver the Products to third parties in the relevant LNG Tanker prior ordinary course of business, acting towards such third parties as a principal and not as agent, but the Buyer must hold all proceeds of sale on trust for JCL in a separate bank account and in such an event, the 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 loading of Buyer by JCL or until: (A) an administrative receiver, liquidator, administrator or other manager has been (or notice is given to the Loaded Cargo and which is comingled with the Loaded Cargo in the LNG Tanker (the “FOB Heel”), shall remain with the Transporter (in effect that the Transporter shall retain title to and all risks such will be) appointed in respect of the share Buyer’s undertaking or a material part thereof or other property or assets; or (B) any notice to the 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 (including any proposal by the Buyer to do so); or (C) the Buyer decides to make a voluntary arrangement or composition with its creditors or any notice to the Buyer and/or any of the commingled LNG its creditors that a proposal for the same is equal to be or has been made; or (D) the quantity (in MMBtus) of the FOB Heel), provided that where the Loaded Cargo Buyer becomes unable to pay its debts as such expression is delivered defined 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 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 is less than the FOB Heel (in MMBtus) (the amount (in MMBtus) by which the FOB Heel exceeds such remaining heel, the “Delivered FOB Heel”), then title to and all risks in respect of that portion of the FOB Heel equal to the Delivered FOB Heel shall pass from the Transporter to Project Co immediately prior to delivery of such quantity to DES Buyer or the relevant Third Party, as applicable; 9.2.3 any LNG remaining in the relevant LNG Tanker following delivery of the Delivered Cargo or the cargo relating to the Mitigation Sale, as applicable, in excess of the quantity of the FOB Heel shall pass from Project Co to the Transporter upon completion of unloading of the Delivered Cargo or the cargo relating to the Mitigation Sale, as applicable. The transfers contemplated by Insolvency ▇▇▇ ▇▇▇▇▇▇ 9.2.2 and Clause 9.2.3 shall be at no additional compensation ; or (E) any notice to either Project Co the Buyer that the Buyer is the subject of a petition for an administration order or the Transportermaking of any administration order in respect of the Buyer; whichever event is the earlier. In such an event, the Buyer shall immediately notify JCL in writing of the happening of the 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 place 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. Notwithstanding the Transporter loading an LNG cargo at the Loading Point Title and subject to Paragraph 7 of Part B and Paragraph 2.2 of Part C of Schedule 2 in respect of a Diverted Cargo or a Swapped Cargo, title to and all risks in respect of: 9.2.1 LNG loaded hereunder by the Transporter at the Loading Point ("Loaded Cargo") shall remain with Project Co; and 9.2.2 any LNG held Risk in the relevant LNG Tanker prior to the loading of the Loaded Cargo and which is comingled with the Loaded Cargo in the LNG Tanker (the “FOB Heel”), shall remain with the Transporter (in that the Transporter shall retain title to and all risks in respect of the share of the commingled LNG that is 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 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 is less than the FOB Heel (in MMBtus) (the amount (in MMBtus) by which the FOB Heel exceeds such remaining heel, the “Delivered FOB Heel”), then title to and all risks in respect of that portion of the FOB Heel equal to the Delivered FOB Heel concentrate shall pass from seller to buyer when the Transporter concentrate has been delivered to Project Co immediately prior to delivery the buyer’s nominated warehouse in Manzanillo, Mexico The operations of such quantity to DES Buyer or weighing, sampling and moisture determination shall be carried out at the relevant Third Party, as applicable; 9.2.3 any LNG remaining Manzanillo warehouse in the relevant LNG Tanker following delivery 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 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 Delivered Cargo or 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 cargo relating Seller; • 2 sets of sealed samples for the Buyer; • 1 set of sealed samples to the Mitigation Sale, as applicable, in excess 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 quantity individual lot contents will constitute the total of the FOB Heel shipment. Assays shall pass from Project Co to the Transporter upon completion of unloading 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 Delivered Cargo or the cargo relating to the Mitigation Salefollowing laboratories for assays determination, as applicable. The transfers contemplated by and will be chosen on a rotational basisi ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ 9.2.2 ▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇ Spijkenisse The Netherlands ▇▇▇▇▇▇▇▇▇ Grange Prescot Road St, Helens Merseyside WA10 3BQ England Silver and Clause 9.2.3 gold assays shall be at no additional compensation 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 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 affected obligations and, if applicable, the term of this contract shall be extended for a period equal to the 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 the force majeure event is continuing, either Project Co or party may, in its sole discretion and by written notice, terminate this contract or, in the Transportercase of multiple deliveries under this contract, terminate the affected deliveries. Upon termination in accordance with this clause, neither party shall have any further liability to the other in respect of this contractor, as the case may be, the terminated deliveries except for any rights and remedies previously accrued under the Contract, including any payment obligations.

Appears in 1 contract

Sources: Purchase Contract (Gold Resource Corp)

TITLE AND RISK. 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 respect of a Diverted Cargo or a Swapped Cargo, title to and all risks in respect of: 9.2.1 LNG loaded hereunder by the Transporter at the Loading Point ("Loaded Cargo") shall remain with Project Co; and 9.2.2 any LNG held in the relevant LNG Tanker prior to the loading of the Loaded Cargo and which is comingled with the Loaded Cargo in the LNG Tanker (the “FOB Heel”), shall remain with the Transporter (in that the Transporter shall retain title to and all risks in respect of the share of the commingled LNG that is 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 ’s share of the commingled LNG in the relevant LNG Tanker shall be deemed to be unloaded first; and (2) if the 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 is less than the FOB Heel (in MMBtus) (the amount (in MMBtus) by which the FOB Heel exceeds such remaining heel, the “Delivered FOB Heel”), then title to and all risks in respect of that portion of the FOB Heel equal to the Delivered FOB Heel shall pass from the Transporter to Project Co immediately prior to delivery of such quantity to DES Buyer or the relevant Third Party, as applicable; 9.2.3 any LNG remaining in the relevant LNG Tanker following delivery of the Delivered Cargo or the cargo relating to the Mitigation Sale, as applicable, in excess of the quantity of the FOB Heel shall pass from Project Co to the Transporter upon completion of unloading of the Delivered Cargo or the cargo 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. 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 respect of a Diverted Cargo or a Swapped Cargo, title to and all risks in respect of: 9.2.1 LNG loaded hereunder by the Transporter at the Loading Point ("Loaded Cargo") shall remain with Project Co; and 9.2.2 any LNG held 7.1 Risk in the relevant LNG Tanker prior Goods shall pass to the loading Buyer when the Goods are delivered to the Buyer. 7.2 The ownership of the Loaded Cargo and which is comingled with the Loaded Cargo in the LNG Tanker (the “FOB Heel”), Goods shall remain with the Transporter (Seller until the Buyer has paid all liquidated sums owed by the Buyer to the Seller, including Clawback, whether under this contract or otherwise. 7.3 The Goods shall be stored on the 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 delivered to the Buyer subject to the revocation of such authority in that the Transporter shall retain accordance with sub-clause 7.5 below. 7.5 Until title to the Goods passes, without prejudice to any other rights of the Seller, the Seller may at any time revoke the power of sale and all risks 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 sum whatsoever due to the Seller whether in respect of the share Goods or otherwise or if the Seller has bona fide doubts as to the solvency of the commingled LNG that is equal Buyer, whereupon the Buyer shall deliver up such Goods to the quantity (Seller. 7.6 The Seller may at any time recover and re-sell Goods in MMBtus) which title shall not have passed to the Buyer. The Seller by its servants and agents shall be entitled to access to the Buyer’s premises or those to which the Buyer has a right of access where the Goods or some of them are stored or thought to be stored for the purpose of 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 FOB Heel)Buyer, provided that where all sums payable to the Loaded Cargo is delivered Seller 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 in respect of the commingled LNG Goods or otherwise shall become due and payable forthwith, without requirement for any notice to be given and the Seller shall be released from its obligation to deliver such of the Goods as remain undelivered, save on terms acceptable to the Seller, or if the Goods or any of them shall have been delivered, the power of sale and use contained in the relevant LNG Tanker sub-clause 7.4 above shall be deemed to revoked forthwith, and the Goods shall be unloaded first; and (2) if the 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 is less than the FOB Heel (in MMBtus) (the amount (in MMBtus) by which the FOB Heel exceeds such remaining heel, the “Delivered FOB Heel”), then title to and all risks in respect of that portion of the FOB Heel equal up to the Delivered FOB Heel shall pass from the Transporter to Project Co immediately prior to delivery of such quantity to DES Buyer or the relevant Third Party, as applicable; 9.2.3 any LNG remaining in the relevant LNG Tanker following delivery of the Delivered Cargo or the cargo relating to the Mitigation Sale, as applicable, in excess of the quantity of the FOB Heel shall pass from Project Co to the Transporter upon completion of unloading of the Delivered Cargo or the cargo 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 TransporterSeller.

Appears in 1 contract

Sources: General Conditions

TITLE AND RISK. Notwithstanding Title and risk shall pass to the Transporter loading an LNG cargo at BUYER upon delivery of the Loading Point VESSEL being effected as stated above and subject the BUILDER shall be free of all responsibility or liability whatsoever related with this CONTRACT except for the warranty of quality contained in Article X and the obligation to Paragraph 7 of Part B correct and/or remedy any Minor Items, as provided in Article VI.6 and Paragraph 2.2 of Part C of Schedule 2 its obligations under Article III in respect of a Diverted Cargo the GUARANTEED BOIL-OFF RATE and Article IX in respect of PERFORMANCE ACCEPTANCE TESTS, it being expressly understood that, until such delivery is effected, the 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 a Swapped Cargoauthorities, whether Korean or foreign, and whether at war or at peace. The title to and all risks the BUYER's SUPPLIES as provided in respect of: 9.2.1 LNG loaded hereunder by the Transporter at the Loading Point ("Loaded Cargo") shall remain with Project Co; and 9.2.2 any LNG held in the relevant LNG Tanker prior to the loading of the Loaded Cargo and which is comingled with the Loaded Cargo in the LNG Tanker (the “FOB Heel”), Article XIII shall remain with the Transporter (BUYER and the BUILDER's responsibility for such BUYER's SUPPLIES shall be as described in that Article XIII.2. From the Transporter shall retain title to and all risks in respect time of keel laying until the share of the commingled LNG that VESSEL is equal delivered to the quantity BUYER, the BUILDER shall effect and maintain at no cost to the BUYER, Builder’s Risk Insurance for the VESSEL and the BUYER's SUPPLIES. Such Builder’s Risk Insurance shall: (a) be 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 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 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 is an amount not less than the FOB Heel aggregate of the payments made by the BUYER to the BUILDER plus the value of the BUYER's SUPPLIES at the SHIPYARD; and (in MMBtusc) (note the amount (in MMBtus) by which interest of the FOB Heel exceeds such remaining heelBUYER under the policy. If the BUYER so requests, the “Delivered FOB Heel”), then title to 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 respect this paragraph 5 of that portion this Article. the cost of the FOB Heel equal such insurance shall be reimbursed to the Delivered FOB Heel shall pass from BUILDER by the Transporter to Project Co immediately prior to delivery of such quantity to DES Buyer or the relevant Third Party, as applicable; 9.2.3 any LNG remaining in the relevant LNG Tanker following BUYER upon delivery of the Delivered Cargo or the cargo relating to the Mitigation Sale, as applicable, in excess of the quantity of the FOB Heel shall pass from Project Co to the Transporter upon completion of unloading of the Delivered Cargo or the cargo 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 TransporterVESSEL.

Appears in 1 contract

Sources: Shipbuilding Contract (Excelerate Energy, Inc.)

TITLE AND RISK. Notwithstanding the Transporter loading an LNG cargo (a) The Goods shall be at the Loading Point and subject Buyer’s risk as from the time the Goods are delivered to Paragraph 7 the Buyer. (b) In spite of Part B and Paragraph 2.2 of Part C of Schedule 2 in respect of a Diverted Cargo or a Swapped Cargodelivery having been made, title to and all risks in respect ofthe Goods shall not pass from JCI until: 9.2.1 LNG loaded hereunder by (i) the Transporter at Buyer shall have paid the Loading Point ("Loaded Cargo") shall remain with Project CoContract Sum in full; and 9.2.2 (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 LNG held interest in the relevant LNG Tanker prior Goods or in the Contract without written consent of JCI. (d) Title to the loading of Goods remains in JCI until the Loaded Cargo and which is comingled with the Loaded Cargo in the LNG Tanker (the “FOB Heel”), shall remain with the Transporter (in that the Transporter shall retain title to Contract Sum and all risks other sums due to JCI under the Contract have been fully paid in respect of the share of the commingled LNG that is equal cash, all Goods whether affixed to the quantity (in MMBtus) of the FOB Heel)realty or not, 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 remain moveable property and be unloaded first; and deemed severable without injury to the realty. (2e) if The Buyer shall do whatever may be required to maintain JCI’s title. Until title in the quantity (in MMBtus) delivered Goods passes to DES Buyer or the relevant Third Party, as applicable, will result in a heel remaining upon completion of such delivery that is less than the FOB Heel (in MMBtus) (the amount (in MMBtus) by which the FOB Heel exceeds such remaining heelBuyer, the “Delivered FOB Heel”)Buyer shall hold the Goods and each of them on a fiduciary basis as bailed for JCI. The Buyer shall store the Goods (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. (f) Notwithstanding that the Goods (or any of them) remain the property of JCI, then title to and all risks the Buyer may sell or use the Goods in respect of that portion the ordinary course of the FOB Heel equal to Buyer’s business at full market value for the Delivered FOB Heel account of JCI. Any such sale or dealing shall pass from be a sale or use of JCI’s property by the Transporter to Project Co immediately prior to delivery of Buyer on the Buyer’s own behalf and the Buyer shall deal as principal when making such quantity to DES Buyer sales or the relevant Third Party, as applicable; 9.2.3 any LNG remaining dealings. Until title in the relevant LNG Tanker following delivery Goods passes from JCI, the entire proceeds of sale or otherwise of the Delivered Cargo Goods shall be held in trust for JCI and shall not be mixed with other money or the cargo relating to the Mitigation Sale, as applicable, in excess of the quantity of the FOB Heel shall pass from Project Co to the Transporter upon completion of unloading of the Delivered Cargo or the cargo relating to the Mitigation Sale, as applicable. The transfers contemplated by ▇▇▇▇▇▇ 9.2.2 paid into any overdrawn bank account and Clause 9.2.3 shall be at no additional compensation all material times identified as JCI’s money. (g) JCI shall be entitled to either Project Co 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 TransporterBuyer fails to do so, JCI may enter upon any premises owned occupied or controlled by the Buyer where the 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 Buyer to JCI shall forthwith become due and payable. (j) The Buyer shall insure and keep insured the Goods to the full Contract Sum against “all risks” to the reasonable satisfaction of JCI until the date that property in the Goods passes from JCI, and shall whenever requested by JCI produce a copy of the policy of insurance. Without prejudice to the other rights of JCI, if the Buyer fails to do so all sums whatever owing by the Buyer to JCI shall forthwith become due and payable.

Appears in 1 contract

Sources: General Terms and Conditions