Common use of Remedies and Termination Clause in Contracts

Remedies and Termination. If the Seller shall default in the payment of any amount for a period often (10) days beyond the due date of such payment, the Buyer shall, in its own discretion and without prior notice to Seller, may do any one or more of the following: (i) suspend performance under the Order Confirmation or any other agreement between Seller and Buyer; (ii) terminate the Order Confirmation or any other agreement between Seller and Buyer, whereby any and all obligations of Seller, including payments or deliveries due, will, at the option of Buyer, become immediately due and payable or deliverable, as applicable; and/or (iii) Set-off against any amount that Buyer (or any of its affiliates) owes to Seller (or any of its affiliates) under the Order Confirmation or any other agreement between or among any such parties. If Buyer suspends performance and withholds delivery of the Product as permitted above, it may buy the Product to a third party and deduct from the proceeds of such buy the sale price and all reasonable costs resulting from Seller’s default as identified above, including, without limitation, all costs associated with the transportation (including demurrage and other vessel or shipping related charges), storage, and buy of the Product. Buyer expressly reserves the right to cause the liquidation or cancellation of this Agreement because of: (i) the insolvency or financial condition of the Seller; (ii) the commencement of a case or the appointment of or a taking of possession by trustee or custodian under 11 U.S.C. Section 101 et seq. or successor legislation in effect as of the date hereof; (iii) any and all other defaults of the terms and conditions specified herein; or (iv) the institution or price of quantity controls by any government, governmental agency or governmental authority which are lower than the price or less than the quantity set forth in the Order Confirmation or Invoice. Seller agrees and understands that in the event that any amounts that are not paid in accordance herewith. Buyer may assign or enforce the same for collection. Buyer does not waive its right by accepting late payments. Seller agrees to pay reasonable attorney fees and costs of collection, including any incurred in proceedings due to insolvency or bankruptcy. WARRANTIES, QUALITY, AND ASSUMPTION OF RISK: Buyer warrants only that it has good title to any product sold and such product conforms to its stated specifications. EXCEPT AS OTHERWISE EXPRESSLY SET FOR I II HEREIN, BUYER MAKES NO REPRESENTATIONS OR W ARRANTIES, EXPRESS OR IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY W ARRANTY AS TO MERCHANTABILITY OR FITNESS OF THE PRODUCT FOR ANY PARTICULAR PURPOSE. Buyer may measure, sample and lest Product in its customary manner at the loading location to determine the quantity and quality of Product delivered. The results of such measurement, sampling and testing shall be treated, in the absence of fraud or manifest error, as conclusive and binding as to the quantity and quality of Product loaded. The Seller represents that it is familiar with the characteristics, qualities and uses of the Product it is selling from the Buyer and that the Seller is not relying on the Buyer's skill or judgment to select or furnish the Product suitable for any particular purpose. The Seller assumes all risk and liability for the use of the Product, whether alone or in combination with other materials. INDEMNIFICATION: To the fullest extent permitted by law. Seller shall defend, protect, indemnify, and save Buyer harmless from misuse, disposal, and/or environmental release of Product sold hereunder while title is held by Seller or Product is under Seller's control. LIMITATION OF LIABILITY: For purposes of this Agreement, the term “Affiliate” shall mean a Party’s ultimate parent company and any company more than 50% owned directly or indirectly by such ultimate parent company and for greater certainty, in the case of a Party being a partnership, a partner of the partnership shall be considered an Affiliate.

Remedies and Termination. If the Seller Buyer shall default in the payment of any amount for a period often (10) days beyond the due date of such payment, the Buyer Seller shall, in its own discretion and without prior notice to SellerBuyer, may do any one or more of the following: (i) suspend performance under the Order Confirmation or any other agreement between Seller Buyer and BuyerSeller; (ii) terminate the Order Confirmation or any other agreement between Seller Buyer and BuyerSeller, whereby any and all obligations of SellerBuyer, including payments or deliveries due, will, at the option of BuyerSeller, become immediately due and payable or deliverable, as applicable; and/or (iii) Set-off against any amount that Buyer Seller (or any of its affiliates) owes to Seller Buyer (or any of its affiliates) under the Order Confirmation or any other agreement between or among any such parties. If Buyer Seller suspends performance and withholds delivery of the Product as permitted above, it may buy sell the Product to a third party and deduct from the proceeds of such buy sale the sale purchase price and all reasonable costs resulting from SellerBuyer’s default as identified above, including, without limitation, all costs associated with the transportation (including demurrage and other vessel or shipping related charges), storage, and buy sale of the Product. Buyer Seller expressly reserves the right to cause the liquidation or cancellation of this Agreement because of: (i) the insolvency or financial condition of the SellerBuyer; (ii) the commencement of a case or the appointment of or a taking of possession by trustee or custodian under 11 U.S.C. Section 101 et seq. or successor legislation in effect as of the date hereof; (iii) any and all other defaults of the terms and conditions specified herein; or (iv) the institution or price of quantity controls by any government, governmental agency or governmental authority which are lower than the price or less than the quantity set forth in the Order Confirmation or Invoice. Seller Buyer agrees and understands that in the event that any amounts that are not paid in accordance herewith. Buyer Seller may assign or enforce the same for collection. Buyer Seller does not waive its right by accepting late payments. Seller Buyer agrees to pay reasonable attorney fees and costs of collection, including any incurred in proceedings due to insolvency or bankruptcy. WARRANTIES, QUALITY, AND ASSUMPTION OF RISK: Buyer Seller warrants only that it has good title to any product sold and such product conforms to its stated specifications. EXCEPT AS OTHERWISE EXPRESSLY SET FOR I II HEREIN, BUYER SELLER MAKES NO REPRESENTATIONS OR W ARRANTIES, EXPRESS OR IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY W ARRANTY AS TO MERCHANTABILITY OR FITNESS OF THE PRODUCT FOR ANY PARTICULAR PURPOSE. Buyer Seller may measure, sample and lest Product in its customary manner at the loading location to determine the quantity and quality of Product delivered. The results of such measurement, sampling and testing shall be treated, in the absence of fraud or manifest error, as conclusive and binding as to the quantity and quality of Product loaded. The Seller Buyer represents that it is familiar with the characteristics, qualities and uses of the Product it is selling purchasing from the Buyer Seller and that the Seller Buyer is not relying on the BuyerSeller's skill or judgment to select or furnish the Product suitable for any particular purpose. The Seller Buyer assumes all risk and liability for the use of the Product, whether alone or in combination with other materials. INDEMNIFICATION: To the fullest extent permitted by law. Seller Buyer shall defend, protect, indemnify, and save Buyer Seller harmless from misuse, disposal, and/or environmental release of Product sold purchased hereunder while title is held by Seller Buyer or Product is under SellerBuyer's control. LIMITATION OF LIABILITY: For purposes of this Agreement, the term “Affiliate” shall mean a Party’s ultimate parent company and any company more than 50% owned directly or indirectly by such ultimate parent company and for greater certainty, in the case of a Party being a partnership, a partner of the partnership shall be considered an Affiliate.. FORCE MAJEURE/BUSINESS DISRUPTION:

Remedies and Termination. (a) If the Seller shall default in the payment of any amount for a period often (10) days beyond the due date of such payment, the Buyer shall, in its own discretion and without prior notice to Seller, may do any one or more of the following: (i) suspend performance under the Order Confirmation or any other agreement between Seller and Buyer; (ii) terminate the Order Confirmation or any other agreement between Seller and Buyer, whereby any and all obligations of Seller, including payments or deliveries due, will, at the option of Buyer, become immediately due and payable or deliverable, as applicable; and/or (iii) Set-off against any amount that Buyer (or any of its affiliates) owes to Seller (or any of its affiliates) under the Order Confirmation or any other agreement between or among any such parties. If Buyer suspends performance and withholds delivery of the Product as permitted above, it may buy the Product to a third party and deduct from the proceeds of such buy the sale price and all reasonable costs resulting from Seller’s default as identified above, including, without limitation, all costs associated with the transportation (including demurrage and other vessel or shipping related charges), storage, and buy of the Product. . (b) Buyer expressly reserves the right to cause the liquidation or cancellation of this Agreement because of: (i) the insolvency or financial condition of the Seller; (ii) the commencement of a case or the appointment of or a taking of possession by trustee or custodian under 11 U.S.C. Section 101 et seq. or successor legislation in effect as of the date hereof; (iii) any and all other defaults of the terms and conditions specified herein; or (iv) the institution or price of quantity controls by any government, governmental agency or governmental authority which are lower than the price or less than the quantity set forth in the Order Confirmation or Invoice. . (c) Seller agrees and understands that in the event that any amounts that are not paid in accordance herewith. Buyer may assign or enforce the same for collection. Buyer does not waive its right by accepting late payments. Seller agrees to pay reasonable attorney fees and costs of collection, including any incurred in proceedings due to insolvency or bankruptcy. WARRANTIES, QUALITY, AND ASSUMPTION OF RISK: Buyer warrants only that it has good title to any product sold and such product conforms to its stated specifications. EXCEPT AS OTHERWISE EXPRESSLY SET FOR I II HEREIN, BUYER MAKES NO REPRESENTATIONS OR W ARRANTIES, EXPRESS OR IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY W ARRANTY AS TO MERCHANTABILITY OR FITNESS OF THE PRODUCT FOR ANY PARTICULAR PURPOSE. Buyer may measure, sample and lest Product in its customary manner at the loading location to determine the quantity and quality of Product delivered. The results of such measurement, sampling and testing shall be treated, in the absence of fraud or manifest error, as conclusive and binding as to the quantity and quality of Product loaded. The Seller represents that it is familiar with the characteristics, qualities and uses of the Product it is selling from the Buyer and that the Seller is not relying on the Buyer's skill or judgment to select or furnish the Product suitable for any particular purpose. The Seller assumes all risk and liability for the use of the Product, whether alone or in combination with other materials. INDEMNIFICATION: To the fullest extent permitted by law. Seller shall defend, protect, indemnify, and save Buyer harmless from misuse, disposal, and/or environmental release of Product sold hereunder while title is held by Seller or Product is under Seller's control. LIMITATION OF LIABILITY: For purposes of this Agreement, the term “Affiliate” shall mean a Party’s ultimate parent company and any company more than 50% owned directly or indirectly by such ultimate parent company and for greater certainty, in the case of a Party being a partnership, a partner of the partnership shall be considered an Affiliate.

Remedies and Termination. (a) If the Seller Buyer shall default in the payment of any amount for a period often (10) days beyond the due date of such payment, the Buyer Seller shall, in its own discretion and without prior notice to SellerBuyer, may do any one or more of the following: (i) suspend performance under the Order Confirmation or any other agreement between Seller Buyer and BuyerSeller; (ii) terminate the Order Confirmation or any other agreement between Seller Buyer and BuyerSeller, whereby any and all obligations of SellerBuyer, including payments or deliveries due, will, at the option of BuyerSeller, become immediately due and payable or deliverable, as applicable; and/or (iii) Set-off against any amount that Buyer Seller (or any of its affiliates) owes to Seller Buyer (or any of its affiliates) under the Order Confirmation or any other agreement between or among any such parties. If Buyer Seller suspends performance and withholds delivery of the Product as permitted above, it may buy sell the Product to a third party and deduct from the proceeds of such buy sale the sale purchase price and all reasonable costs resulting from SellerBuyer’s default as identified above, including, without limitation, all costs associated with the transportation (including demurrage and other vessel or shipping related charges), storage, and buy sale of the Product. Buyer . (b) Seller expressly reserves the right to cause the liquidation or cancellation of this Agreement because of: (i) the insolvency or financial condition of the SellerBuyer; (ii) the commencement of a case or the appointment of or a taking of possession by trustee or custodian under 11 U.S.C. Section 101 et seq. or successor legislation in effect as of the date hereof; (iii) any and all other defaults of the terms and conditions specified herein; or (iv) the institution or price of quantity controls by any government, governmental agency or governmental authority which are lower than the price or less than the quantity set forth in the Order Confirmation or Invoice. Seller . (c) Buyer agrees and understands that in the event that any amounts that are not paid in accordance herewith. Buyer Seller may assign or enforce the same for collection. Buyer Seller does not waive its right by accepting late payments. Seller Buyer agrees to pay reasonable attorney fees and costs of collection, including any incurred in proceedings due to insolvency or bankruptcy. WARRANTIES, QUALITY, AND ASSUMPTION OF RISK: Buyer warrants only that it has good title to any product sold and such product conforms to its stated specifications. EXCEPT AS OTHERWISE EXPRESSLY SET FOR I II HEREIN, BUYER MAKES NO REPRESENTATIONS OR W ARRANTIES, EXPRESS OR IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY W ARRANTY AS TO MERCHANTABILITY OR FITNESS OF THE PRODUCT FOR ANY PARTICULAR PURPOSE. Buyer may measure, sample and lest Product in its customary manner at the loading location to determine the quantity and quality of Product delivered. The results of such measurement, sampling and testing shall be treated, in the absence of fraud or manifest error, as conclusive and binding as to the quantity and quality of Product loaded. The Seller represents that it is familiar with the characteristics, qualities and uses of the Product it is selling from the Buyer and that the Seller is not relying on the Buyer's skill or judgment to select or furnish the Product suitable for any particular purpose. The Seller assumes all risk and liability for the use of the Product, whether alone or in combination with other materials. INDEMNIFICATION: To the fullest extent permitted by law. Seller shall defend, protect, indemnify, and save Buyer harmless from misuse, disposal, and/or environmental release of Product sold hereunder while title is held by Seller or Product is under Seller's control. LIMITATION OF LIABILITY: For purposes of this Agreement, the term “Affiliate” shall mean a Party’s ultimate parent company and any company more than 50% owned directly or indirectly by such ultimate parent company and for greater certainty, in the case of a Party being a partnership, a partner of the partnership shall be considered an Affiliate.