Set-off. A set-off against the claims of the Furniture Removal Firm is only permitted in the case of counterclaims due for payment which are undisputed or have been finally decided in a court of law.
Set-off. Rights of set-off are only vested in the buyer if his counterclaims have been legally established, are undisputed or if they have been recognized by the seller. In addition, the buyer may only exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.
Set-off. THE PURCHASER may declare set-off, assert rights of retention (withhold performance), and raise the defense of unperformed contract in all situations in which the law permits. THE PURCHASER is in particular entitled to withhold payments due as long as its claims against THE CONTRACTOR by reason of incomplete or defective performances have not been satisfied. THE CONTRACTOR is permitted to declare set-off or withhold performance only by reason of claims against THE PURCHASER that are undisputed or the subject of a final judgment.
Set-off. The Purchaser may assert claims under this Agreement against the respective Sellers according to the following terms:
5.4.1 In case of breach of representations and warranties, notification of the claim to the respective Seller must be effected according to the provisions set out in clause 5.5.1;
5.4.2 The respective Parties commit themselves to seek a settlement by mutual agreement within 4 weeks;
5.4.3 In the event that such mutual agreement is reached between the respective Parties, the Purchaser shall also be entitled to deduct the respective amount from the following tranche of the Earn-Out-Payments or to set off the respective amount against such Earn-Out-Payment;
5.4.4 In the event that a tranche of the following Earn-Out-Payments becomes due and a claim according to these provisions has been asserted, but an agreement on the respective amount has not or not yet been reached between the Sellers and the Purchaser, the Purchaser is entitled to deduct the claimed amount from this tranche and, as the case may be, set off against such payment obligation, whereas the following provisions apply:
a) The Purchaser undertakes to pay the difference between the Earn-Out-Payment tranche due and the amount deducted to the Sellers in accordance with clause 3.6.
b) As soon as the amount claimed has been determined by mutual agreement or by final judgment the parties undertake to pay the corresponding amount with the mutual agreement or the final judgment together with any interest accrued within 5 bank working days. For purposes of clarification, the parties agree that, in the event that no following Earn-Out-Payment is due or (prospectively) no Earn-Out-Payment of the respective amount is due or to be expected or the next Earn-Out-Payment will only be due more than 3 months after the notification pursuant to clause 5.4.1, the Purchaser is entitled to demand immediate payment from the Sellers concerned.
Set-off. Customer shall not be entitled to set-off with claims against ESR unless such claims were explicitly accepted by ESR or finally assessed by a court of law.