Common use of Delayed Shipments Clause in Contracts

Delayed Shipments. Seller may, prior to Buyer’s vessel having been accepted by the terminal, delay the delivery of any shipment for operational reasons beyond the delivery date set forth in the Delivery Schedule (a “Delayed Shipment”). Seller shall notify Buyer in writing of the reasons for the delay and Buyer shall notify Seller of its intention to (i) cancel such Delayed Shipment, or (ii) seek delivery of such Delayed Shipment within sixty (60) days of the originally agreed laycan. In the event that Seller does not make-up such Delayed Shipment within sixty (60) days after receipt of this written notice, Buyer shall in its sole discretion a) have the right to cancel such Delayed Shipment without penalty or further obligation, and such Shipment shall be excised from this Agreement if Buyer elects such remedy or b) Seller shall pay Buyer an amount for each ton of coal not delivered equal to the positive difference, if any, obtained by subtracting the Base Price from the Replacement Price as set forth in Section 10.1. In the event that Buyer delays taking delivery of any shipment for operational reasons beyond the delivery date set forth in the Delivery Schedule (a “Delayed Shipment”), Buyer shall notify Seller in writing of the reasons for the delay and Seller shall notify Buyer of its intention to (i) cancel such Delayed Shipment, or (ii) seek delivery of such Delayed Shipment within sixty (60) days of the originally agreed laycan. In the event that Buyer does not take delivery of such Delayed Shipment within sixty (60) days after receipt of this written notice, Seller shall at its sole discretion have the right to cancel such Delayed Shipment without penalty or further obligation, and such Shipment shall be excised from this Agreement if Seller elects such remedy or b) Buyer shall pay Seller an amount for each ton of coal not taken equal to the positive difference, if any, obtained by subtracting the Resale Price from the Base Price as set forth in Section 10,1. If at any time a Party has reason to believe that deliveries will not be made or accepted as scheduled, such Party shall give written notice to the other Party setting forth the cause of the anticipated delay. At all material times, the Parties shall exercise commercially reasonable efforts to mitigate any losses or damages resulting from any delayed shipment. Each Party shall be responsible for payment of the amounts set forth in the preceding paragraphs, as well as demurrage, unless its performance is excused for reasons of Force Majeure.