Transfer of Title and Risk. (a) The parties acknowledge that despite the receipt by the Merchant pursuant to this Agreement, title and risk in respect of the Produce shall only pass in accordance with subclause 2.3(b).
(b) Despite anything else in this Agreement, title to the Produce will only pass to the Merchant if the Purchase Price of the Produce, or a method or formula to calculate the Purchase Price, has been agreed to by the Merchant and Grower before Delivery of the Produce by the Merchant – title to the Produce will pass on Delivery of the Produce to the Merchant.
(c) The Grower covenants and warrants that:
(1) they have all right, title and interest in and to the Produce;
(2) title will pass to the Merchant clear of all encumbrances, claims and other adverse interests; and
(3) the Grower is the grower of the Produce.
(d) The Merchant will assume risk in respect of the Produce once title to the Produce passes to the Merchant under subclauses 2.3(a) and 2.3(b).
(e) During the period the Produce is under the Merchant’s control, the Merchant will exercise all reasonable care and skill in handling and storage to ensure that the Produce remains of the highest quality possible having regard to the quality and state of the Produce upon receipt by the Merchant.
(f) The reasonable care and skill the Merchant must exercise under clause 2.3(e) must be exercised until title and risk in the Produce passes to the Merchant.
(g) The Merchant shall not be obliged to keep insurances in respect of Produce in their legal and physical control. If the Merchant does have insurance, the Merchant’s insurer, the maximum amount of insurance cover provided by the Merchant’s insurance policy in respect of claims that may be made and the defined events covered by the insurance including whether the insurance covers fire, theft and accidental damage (other than deterioration of quality or any other inherent losses) (Insurance), is set out in the Schedule. The Merchant will not be liable for loss or damage to the Produce arising from any cause or event outside of the control of the Merchant beyond the extent of the cover provided by the Insurance (if any). If the details of Insurance in the Schedule are blank, the Merchant does not hold Insurance.
Transfer of Title and Risk. As between the Receiving Participant and the Delivering Participant and for the purposes of this agreement, title to, risk in and control of all gas delivered in accordance with this agreement passes to the Receiving Participant that accepted delivery of that gas when that gas passes the Delivery Point.
Transfer of Title and Risk. 9.1 For an FOB delivery, LNG shall be delivered to Buyer into the relevant LNG Ship at the Loading Port. Delivery of LNG shall be deemed completed, and title to and risk of loss of such LNG shall pass from Seller to Buyer, as the LNG passes the Delivery Point.
9.2 For a DAP delivery, LNG shall be delivered to Buyer from the relevant LNG Ship at the Discharge Port. Delivery of LNG shall be deemed completed and title to and risk of loss of such LNG shall pass from Seller to Buyer, as the LNG passes the Delivery Point.
9.3 Seller represents and warrants to Buyer that, at the time title in the LNG Cargo passes to Buyer pursuant to Clause 9.1 or Clause 9.2 above (as applicable), Seller will have title to all such LNG and covenants that such LNG will be free from all liens, encumbrances, adverse claims and proprietary rights, and that no circumstances will then exist which could give rise to any such liens, encumbrances, adverse claims or proprietary rights other than those caused by acts or omissions of Buyer.
9.4 For an FOB delivery, title to and the risk of loss and any liabilities resulting from Natural Gas vapour returned from the LNG Ship during loading of LNG shall pass from Buyer to Seller as it passes the point at which the outlet flange of the vapour return line of the LNG Ship connects with the inlet flange of the vapour return line of Seller’s Facilities.
9.5 For a DAP delivery, title to and the risk of loss and any liabilities resulting from Natural Gas vapour returned to the LNG Ship during unloading of LNG shall pass from Buyer to Seller as it passes the point at which the outlet flange of the vapour return line of Buyer’s Facilities connects with the inlet flange of the vapour return line of the LNG Ship.
Transfer of Title and Risk. Notwithstanding anything to the contrary set forth in Incoterms 2020, the transfer of title to and the risk of loss/damage of the Purchased Commodities to the Buyer takes place upon passing over the ship’s rail at the U.S. load port.
Transfer of Title and Risk. 14.1 Each Component shall become, to the extent consistent with the mandatory requirements of applicable Law, the property of the Company at whichever is the earlier of the following times, free from liens and other encumbrances :
(a) on delivery to the Site; or
(b) when the Contractor receives payment from the Company for such Component in accordance with the terms of this Contract.
14.2 For the avoidance of doubt, the Contractor shall, notwithstanding the transfer of ownership described above, retain risk in and responsibility for the Components until the sign off of Acceptance Certificate by Company in accordance with Clause 13 (Acceptance).
14.3 If any portion of the Component, not still used by Company, is damaged before Acceptance, Provider shall promptly notify Company and proceed to either repair or replace any affected Component in such a manner so as to minimize any delay to the schedule.
14.4 Contractor warrants and guarantees that legal title to the Component shall be free and clear of any and all liens, claims, security interests or other encumbrances when title thereto passes to Company, except for those liens Contractor holds as a result of non-payment by Company and liens arising by applicable Law that are not otherwise prohibited hereunder Component Warranties.
Transfer of Title and Risk. Seller shall retain title to the commodities until Seller has been paid in full in accordance to the terms of the Letter of Credit. However, it is acknowledged and agreed that risk of loss and insurance costs shall pass to Buyer upon passing the ship’s rail at the U.S. load port, as provided in Section 4 of this Agreement. Any marine insurance to cover specified loss or damage during the ocean voyage of the commodities shall be at buyer’s sole responsibility and cost, including without limitation the cost of the Seller Endorsement.
Transfer of Title and Risk. Title to the Goods shall, irrespective of Delivery, pass to Purchaser upon payment of the Contract Price in full. The risk of loss of and damage to the Goods shall pass to Purchaser upon Delivery in accordance with the applicable Incoterms (2020). Until the title to the Goods has passed from Lippmann to Purchaser, Purchaser shall keep the Goods separately and readily identifiable as the property of Xxxxxxxx. Purchaser shall assist Xxxxxxxx in taking any measures necessary to protect Xxxxxxxx’x title to the Goods in the country concerned. If Purchaser is in default of its payment obligations under this Contract, and fails to rectify this within seven (7) days after the Lippmann’s written notice thereof, Lippmann may (without prejudice to any other of its rights available at law or under this Contract) enter upon Purchaser’s premises and without any court order or other process of law may repossess and remove the Goods, or render the Goods unusable without removal, either with or without prior notice thereof to Purchaser. Purchaser hereby authorizes Xxxxxxxx to do so, and waives any trespass or right of action for damages by reason of such entry, removal or disabling. Any such repossession or action by Xxxxxxxx shall not constitute a termination of this Contract.
Transfer of Title and Risk. 11.1 Title in the Goods and/or Services will be transferred to the Purchaser upon the earlier of:
(a) payment for the Goods and Services by the Purchaser; or
(b) the Date of Delivery.
11.2 Risk of the Goods and/or Services remains with the Supplier and only transfers to the Purchaser when:
(a) in case of Goods, all the Goods are notified by the Purchaser as being Acceptable; and
(b) in the case of Services, Completion has been achieved for all the Services.
Transfer of Title and Risk. 21.1 If the Deliverables are manufactured or performed specifically for Buyer, the Deliverables are Buyer’s sole property as and when the Deliverables are produced or performed. Other Deliverables become Buyer’s sole property as and when the Deliverables are paid for or delivered (whatever occurs first).
21.2 All risk associated with the Deliverables will remain with the Supplier until delivery has taken place according to condition 7.2.
21.3 Supplier shall clearly mark the Deliverables in its possession that are Buyer’s property and, if possible, keep such Deliverables separate from other goods.
Transfer of Title and Risk. Title to and risk of accidental loss of or of accidental harm to Natural Gas delivered hereunder shall pass to BUYER at Delivery Point free of all liens, charges and adverse claims of any kind.
