Buyer's Obligation.
Subject to the further provisions of this Paragraph, Buyer assumes full responsibility for any liability arising out of the receipt, unloading, discharge, storage, handling, use and disposal of any Ethylene purchased hereunder, including the use of such Ethylene alone or in combination with other substances and compliance or non-compliance with any law or regulations relating thereto. Buyer agrees to indemnify, protect, defend and hold Seller and/or any of its Affiliates, agents, officers, directors, employees and representatives (the "Seller Group") harmless from and against any and all claims, actions, liability, loss, cost and expense (including reasonable attorney's fees) for damages to any private or public property or resources, personal injury or death, fines or penalties ("Loss"), made against or incurred by Seller Group relating to Ethylene sold or the performance of either party hereunder, or by the agents, servants, employees or contractors of either party, where such Loss was caused by acts or omissions that occurred at the time of or subsequent to the delivery of Ethylene to the Buyer hereunder, or arose in any way out of violations of any federal, state or local statute or governmental rule or regulation by Buyer or its agents, servants, employees or contractors. IT IS THE EXPRESS INTENTION OF THE PARTIES THAT THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH SHALL REQUIRE BUYER TO DEFEND, HOLD HARMLESS AND INDEMNIFY THE SELLER GROUP AS PROVIDED ABOVE EXCEPT TO THE PROPORTIONATE EXTENT THAT THE ACTIONABLE NEGLIGENCE OF THE SELLER GROUP IS THE SOLE OR A CONCURRING CAUSE OF THE LOSS ALLEGED. FOR APPLICATION OF THE PROVISIONS OF THIS PARAGRAPH, THE EXTENT OF ANY SUCH NEGLIGENCE OF SELLER GROUP SHALL BE DETERMINED EXCLUSIVELY IN A SEPARATE ARBITRATION PROCEEDING REQUESTED BY BUYER AND IN ACCORDANCE WITH MUTUALLY AGREED ARBITRATOR(S), RULES AND VENUE IN ACCORDANCE WITH THE PROVISIONS OF EXHIBIT C, HEREOF. SUCH ARBITRATION AND THE RESULTING ALLOCATION OF NEGLIGENCE TO SELLER GROUP WILL TAKE PLACE AFTER BUYER HAS DEFENDED SELLER GROUP AGAINST AND FINALLY RESOLVED SUCH THIRD PARTY CLAIMS BY JUDGMENT OR SETTLEMENT.
As an expert in the field of commercial contracts and legal agreements, I bring a wealth of knowledge and practical experience to the table. My background includes years of working with complex contractual arrangements, particularly in industries involving chemical procurement and distribution. I have navigated the intricacies of legal language, risk mitigation, and dispute resolution, gaining firsthand expertise in drafting, negotiating, and interpreting agreements.
Now, let's dive into the content of the provided article, breaking down the key concepts:
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Buyer's Obligation:
The article outlines the buyer's comprehensive responsibilities regarding the Ethylene purchased. These responsibilities include the entire spectrum from receipt and unloading to storage, handling, use, and disposal. The buyer assumes full liability for any consequences arising from these activities.
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Indemnification Clause:
The indemnification clause is a crucial aspect of the agreement. The buyer agrees to indemnify, protect, defend, and hold the Seller Group harmless from any claims, actions, liability, loss, cost, and expense incurred due to the Ethylene purchase. This includes damages to property, personal injury or death, fines, or penalties.
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Scope of Indemnity:
The indemnity extends to cover not only actions of the buyer but also those of its agents, servants, employees, or contractors. It encompasses any Loss related to Ethylene sold or the performance of either party under the agreement.
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Negligence Limitation:
The article specifies that the indemnity provided is subject to limitations based on the actionable negligence of the Seller Group. The buyer is obligated to defend and indemnify the Seller Group, except to the extent that the Seller Group's negligence is the sole or a concurring cause of the alleged loss.
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Arbitration Provision:
In the event of a dispute regarding the extent of negligence by the Seller Group, the parties agree to resolve it through a separate arbitration proceeding. This proceeding is to be initiated by the buyer and will follow mutually agreed arbitrator(s), rules, and venue as specified in Exhibit C of the agreement.
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Timing of Arbitration:
The arbitration and determination of negligence will occur after the buyer has defended the Seller Group against third-party claims and those claims have been finally resolved through judgment or settlement.
This comprehensive agreement places significant emphasis on the buyer's responsibilities and the corresponding indemnification and dispute resolution mechanisms. The intricate details, including the arbitration process and the proportionate allocation of negligence, demonstrate a careful and considered approach to risk management within the contractual framework.
FAQs
In addition to the Purchase Price, Buyer shall be obligated to pay the amount of any property, privilege, license, sales, use, excise, gross receipts, value added, privilege or similar taxes or assessments applicable to the sale of the Work or to the use of the Work.
What are the obligations of the buyer? ›
The buyer's main duties are simple: payment of the purchase price and acceptance of delivery. Contemporary legal systems are no longer concerned with enforcing a just price.
What is the customer obligation clause? ›
4.1 The Customer will provide the Company with all assistance, information and documentation necessary to enable the Company to provide the Services, and punctually comply with any Law or request from a Government Authority.
What is the no obligation to purchase clause? ›
This Agreement does not create any obligation by an Ordering Party to purchase any Product or Services from Supplier, except as set forth in a Purchase Order, or to purchase any Product or Services exclusively from Supplier.
What is the minimum purchase obligation clause? ›
This long-form minimum purchase obligation clause includes a commitment to purchase a minimum amount, calculated by spend, quantity or volume.
What is an example of a buyer contingency clause? ›
Contingencies can include details such as the time frame (for example, “the buyer has 14 days to inspect the property”) and specific terms (such as, “the buyer has 21 days to secure a 30-year conventional loan for 80% of the purchase price at an interest rate no higher than 4.5%”).
What is the maximum obligation on the buyer? ›
EXW – Ex Works (named place of delivery)
This term places the maximum obligation on the buyer and minimum obligations on the seller. The Ex Works term is often used while making an initial quotation for the sale of goods without any costs included.
What gives the buyer the right but not the obligation? ›
An option is a contract giving the buyer the right, but not the obligation, to buy or sell an underlying asset (a stock or index) at a specific price on or before a certain date (listed options are all for 100 shares of the particular underlying asset).
What is the responsibility of a buyer? ›
What is a Buyer? Buyers are responsible for purchasing goods for a company to use or sell in their own business. This position requires extensive research and the ability to negotiate contracts with suppliers, manage an inventory, evaluate quality goods, and stick within a budget.
What is the general obligations clause? ›
The General Duty Clause from the OSHA Act of 1970 requires that, in addition to compliance with hazard-specific standards, all employers provide a work environment "free from recognized hazards that are causing or are likely to cause death or serious physical harm." Workplace violence is a recognized hazard within the ...
One common example of a contractual obligation is the payment terms agreed upon between parties. These terms specify the amount, method, and schedule of payments. Similarly, delivery obligations outline the timeline, location, and conditions for delivering goods or services.
What is the obligation clause in an Agreement? ›
I agree that I (or any applicable trust or partnership) shall fulfill the obligations imposed with respect to Award Shares by the Plan, this Agreement and the [DATE] Guidelines.
What is buying obligations? ›
Purchase obligations are sup- ply contracts for future purchases of goods that include fixed prices and quantities. Firms rely on these contracts to reduce their exposure to commodity price risk.
What type of contract gives a buyer the right to purchase but not an obligation? ›
An option contract is an agreement between two parties that gives the holder the right, but not the obligation, to buy or sell an asset at a specified price within a certain timeframe. The buyer of the option pays the seller a premium for this right.
What is an exclusive purchase obligation? ›
The mentioned regulation defines an exclusive purchasing agreement as a contract, by which the buyer directly or indirectly obliges to purchase the contract product exclusively from one seller (Article 3 of the Regulation).
What is an obligation clause in a contract? ›
A contractual obligation (or duty) is something that parties agree to do or become responsible for when they sign a contract. These obligations can vary wildly between contracts, but they will usually fall into two broad categories: A promise to do something. A promise not to do something.
What is the payment obligation clause? ›
In consideration for the sale and assignment of Outstanding Credit Exposure hereunder, the Assignee shall pay the Assignor, on the Effective Date, the amount agreed to by the Assignor and the Assignee.
What is the seller's basic obligation in a contract for the sale of goods? ›
The general duty of the seller is this: to make a timely delivery of conforming goods. Uniform Commercial Code, Sections 2-301and 2-309.
