Common use of Title, Risk of Loss and Delivery Clause in Contracts

Title, Risk of Loss and Delivery. 2.1 As of the date of each Transaction, Seller represents and warrants that it has good title free and clear of any liens or encumbrances to Product sold and delivered hereunder, and that Seller has full right and authority to transfer such title and effect delivery of such Product to Buyer. IN ADDITION TO AND WITHOUT LIMITING ANY OTHER INDEMNIFICATION OBLIGATIONS IN THIS AGREEMENT, SELLER AGREES TO INDEMNIFY, DEFEND AND HOLD BUYER HARMLESS FROM AND AGAINST ANY LOSSES, LIABILITIES, AND DAMAGES (INCLUDING, FOR CLARITY, REASONABLE ATTORNEY’S FEES AND OTHER LEGAL COSTS AND EXPENSES), ARISING FROM ANY CLAIM OR DEMAND BY REASON OF ANY FAILURE OF SUCH TITLE OR BREACH OF THIS WARRANTY. 2.2 “Free on Board” or “FOB,” “Cost and Freight” or “CFR,” or “C&F,” “Cost, Insurance and Freight” or “CIF” shall all have the meaning ascribed to such terms in Incoterms-2010 edition, for waterborne purchases and sales, and the Uniform Commercial Code, as adopted by the State of New York and in effect on the date of the applicable Transaction, for truck and rail deliveries. For FOB, CFR and CIF waterborne purchases and sales, title and risk of loss shall pass from Seller to Buyer as Product passes the Vessel’s permanent manifold flange at the load port. 2.3 “Delivered at Place” or “DAP” and “Delivered at Terminal” or “DAT” shall all have the meaning ascribed to such terms in Incoterms-2010 edition. Title and risk of loss of Product shall pass when the goods, once unloaded from the arriving means of transport are placed at the disposal of the Buyer at a named terminal at the named port or place of destination.

Title, Risk of Loss and Delivery. 2.1 As of the date of each Transaction, Seller represents and warrants that it has good title free and clear of any liens or encumbrances to Product sold and delivered hereunder, and that Seller has full right and authority to transfer such title and effect delivery of such Product to Buyer. IN ADDITION TO AND WITHOUT LIMITING ANY OTHER INDEMNIFICATION OBLIGATIONS IN THIS AGREEMENT, SELLER AGREES TO INDEMNIFY, DEFEND AND HOLD BUYER HARMLESS FROM AND AGAINST ANY LOSSESLOSS, LIABILITIES, AND DAMAGES (INCLUDING, FOR CLARITY, REASONABLE ATTORNEY’S FEES AND OTHER LEGAL COSTS AND EXPENSES), ARISING FROM ANY CLAIM OR DEMAND BY REASON OF ANY FAILURE OF SUCH TITLE OR BREACH OF THIS WARRANTY. 2.2 The terms “Free on Board” or “FOB,” “Cost and Freight” or “CFR,” or “C&F,” “Cost, Insurance and Freight” or “CIF” shall all have the meaning ascribed to such terms in Incoterms-2010 edition, edition for waterborne purchases and sales, sales and the Uniform Commercial Code, as adopted by the State of New York and in effect on the date of the applicable Transaction, for truck and rail deliveries. For FOB, CFR and CIF waterborne purchases and sales, title and risk of loss shall pass from Seller to Buyer as Product passes the Vessel’s permanent manifold flange at the load port. 2.3 The terms “Delivered at Place” or “DAP” and “Delivered at Terminal” or “DAT” shall all have the meaning ascribed to such terms in Incoterms-2010 edition. Title and risk of loss of Product shall pass when the goods, once unloaded from the arriving means of transport are placed at the disposal of the Buyer at a named terminal at the named port or place of destination.

Title, Risk of Loss and Delivery. 2.1 As of the date of each Transaction, Seller represents and warrants that it has good title free and clear of any liens or encumbrances to Product sold and delivered hereunder, and that Seller has full right and authority to transfer such title and effect delivery of such Product to Buyer. IN ADDITION TO AND WITHOUT LIMITING ANY OTHER INDEMNIFICATION OBLIGATIONS IN THIS AGREEMENT, SELLER AGREES TO INDEMNIFY, DEFEND AND HOLD BUYER HARMLESS FROM AND AGAINST ANY LOSSES, LIABILITIES, AND DAMAGES (INCLUDING, FOR CLARITY, REASONABLE ATTORNEY’S FEES AND OTHER LEGAL COSTS AND EXPENSES), ARISING FROM ANY CLAIM OR DEMAND BY REASON OF ANY FAILURE OF SUCH TITLE OR BREACH OF THIS WARRANTY. 2.2 “Free on Board” or “FOB,” “Cost and Freight” or “CFR,” or “C&F,” “Cost, Insurance and Freight” or “CIF” shall all have the meaning ascribed to such terms in Incoterms-2010 edition, Incoterms-2020 edition for waterborne purchases and sales, sales and the Uniform Commercial Code, as adopted by the State of New York and in effect on the date of the applicable Transaction, for truck and rail deliveries. For FOB, CFR and CIF waterborne purchases and sales, title and risk of loss shall pass from Seller to Buyer as Product passes the Vessel’s permanent manifold flange at the load port. 2.3 “Delivered at Place” or “DAP” and “Delivered at Terminal” or “DAT” shall all have the meaning ascribed to such terms term in Incoterms-2010 Incoterms- 2020 edition. Title and risk of loss of Product shall pass when the goods, once unloaded from the arriving means of transport goods are placed at the disposal of the Buyer at a named terminal on the arriving means of transport ready for unloading at the named port or place of destinationdestination or at the agreed point within that place, if any such point is agreed.

Title, Risk of Loss and Delivery. 2.1 As of the date of each Transaction, Seller represents and warrants that it has good title free and clear of any liens or encumbrances to Product sold and delivered hereunder, and that Seller has full right and authority to transfer such title and effect delivery of such Product to Buyer. IN ADDITION TO AND WITHOUT LIMITING ANY OTHER INDEMNIFICATION OBLIGATIONS IN THIS AGREEMENT, SELLER AGREES TO INDEMNIFY, DEFEND AND HOLD BUYER HARMLESS FROM AND AGAINST ANY LOSSES, LIABILITIES, AND DAMAGES (INCLUDING, FOR CLARITY, REASONABLE ATTORNEY’S FEES AND OTHER LEGAL COSTS AND EXPENSES), ARISING FROM ANY CLAIM OR DEMAND BY REASON OF ANY FAILURE OF SUCH TITLE OR BREACH OF THIS WARRANTY. 2.2 “Free on Board” or “FOB,” “Cost and Freight” or “CFR,” or “C&F,” “Cost, Insurance and Freight” or “CIF” shall all have the meaning ascribed to such terms in Incoterms-2010 edition, edition for waterborne purchases and sales, sales and the Uniform Commercial Code, as adopted by the State of New York and in effect on the date of the applicable Transaction, for truck and rail deliveries. For FOB, CFR and CIF waterborne purchases and sales, title and risk of loss shall pass from Seller to Buyer as Product passes the Vessel’s permanent manifold flange at the load port. 2.3 “Delivered at Place” or “DAP” and “Delivered at Terminal” or “DAT” shall all have the meaning ascribed to such terms in Incoterms-2010 edition. Title and risk of loss of Product shall pass when the goods, once unloaded from the arriving means of transport are placed at the disposal of the Buyer at a named terminal at the named port or place of destination.