Failure to Take Sample Clauses
The "Failure to Take" clause defines the consequences when one party does not accept delivery or receipt of goods or services as agreed in a contract. Typically, this clause outlines the obligations of the party failing to take delivery, such as paying for storage costs, risk of loss, or even full payment for the undelivered goods. For example, if a buyer does not pick up purchased equipment by the scheduled date, they may still be responsible for payment and any additional costs incurred. The core function of this clause is to allocate risk and responsibility, ensuring that parties are incentivized to fulfill their obligations and that the non-breaching party is protected from losses due to the other's inaction.
POPULAR SAMPLE Copied 2 times
Failure to Take. If Buyer fails to receive --------------- and purchase its full requirements in accordance with Section 2.1 above, then Buyer will pay Seller $0.035 per MMBtu plus the difference in the price stated in 3.1.1 and Gas Daily TGP 500 leg average index times the difference between (a) its full requirements and (b) the quantities actually taken by Buyer during the applicable seasonal period.
Failure to Take. (a) If on any day Customer: (i) fails to nominate the quantity of Gas required by Section 5.3(b) to be redelivered for its account at the Gas Delivery Point on the following day or (ii) fails materially to take redelivery at the Gas Delivery Point of such Gas at the rate nominated in accordance with Section 5.3(b) for its account on such day, and such failure is for reasons other than an event of Force Majeure or the inability of a Downstream Pipeline to take delivery of Customer’s Gas, such inability being not reasonably within the control of Customer, then SABINE may, at its sole discretion, take title to the quantity of Gas not nominated or taken on such day, free and clear of any Claims, and sell or otherwise dispose of such Gas using good faith efforts to obtain commercially reasonable prices and to minimize costs. Customer shall indemnify, defend and hold harmless SABINE, its Affiliates, and their respective directors, officers, members and employees, for the actual and reasonable costs incurred by SABINE as a result of such sale or other disposition of same by SABINE. SABINE shall credit to Customer’s account the net proceeds from the sale or other disposition of Gas from Customer’s Inventory to which it takes title hereunder, minus actual transportation costs, any other third party charges and an administrative fee of five U.S. cents ($0.05) per MMBTU; provided, however, that if the amount of the credit exceeds the amount due to SABINE under the next monthly statement, then SABINE agrees to pay any such excess amount to Customer within five (5) Business Days after delivery of such monthly statement. In the event SABINE is required to dispose of Customer’s Gas more than three (3) times in any Contract Year, the administrative fee shall be increased to ten U.S. cents ($0.10) per MMBTU for each occasion thereafter in such Contract Year.
(b) If on any day Customer fails materially to take delivery at the LNG Transfer Point of LNG in the quantity nominated in accordance with Section 5.3(b) for its account on such day, and such failure is not due to SABINE’s failure to make LNG available for any reason, including Force Majeure (except to the extent SABINE is expressly excused from making available such LNG pursuant to provisions of this Agreement) or Customer’s failure to take delivery for reasons that are otherwise excused pursuant to this Agreement, including due to SABINE’s breach thereof, then:
(i) SABINE shall be relieved of all obligations hereunde...
Failure to Take. Delivery If vessel fails to file before the end of the delivery period, buyer shall be in breach of contract and seller shall carry the grain for buyer's account and risk as provided in Clause 19. In the event that buyer has not given vessel nominations conforming to the applicable provisions of Clause 8 by the 15th calendar day following the last day of the delivery period, or if the vessels having been nominated within such time, fail to file by the 35th calendar day following the last day of the delivery period, seller may, in its discretion: (a) continue to carry the commodity for buyer's account and risk, (b) declare buyer in default, or (c) tender to buyer proper warehouse receipts in a quantity equal to the mean quantity open under this contract, in exchange for which buyer shall pay at contract price plus accrued carrying charges, but less out-elevation and outbound weighing and inspection charges. Such tender of warehouse receipts shall be deemed due performance of the contract by seller. SPECIAL PROVISIONS FOR CONTRACTS PROVIDING FOR DELIVERY AT ST. ▇▇▇▇▇▇▇▇, GREAT LAKES OR ▇▇▇▇▇▇ BAY PORTS: (1) Seller shall be barred from declaring option (b) above while the navigation in the designated delivery area is officially closed for the ice season, and for 20 days thereafter.
Failure to Take a. By the Buyer – In the event of a Failure to Take by the Buyer, the Buyer will pay to Exchange an amount equal to:
i. the reasonable direct costs, claims, expenses and damages suffered or incurred by Exchange as a result of the Buyer's failure to take the Failure Quantity including without limitation or duplication, (a) any excess of that portion of the Purchase Amount payable with respect to the Failure Quantity over the proceeds from the sale of the Failure Quantity, if any (the "Buyer Replacement Amount"), (b) the cost of storing or selling a quantity of gas or Oil, as applicable, equal to the Failure Quantity, (c) the costs or charges levied by the Transportation System as a result of such Failure to Take, and (d) transportation, storage and other costs, if any, related to the Failure to Take the Failure Quantity; plus,
ii. interest from the date of the occurrence of the Failure to Take at the Default Rate to and including the date of payment to Exchange of all such amounts; plus
iii. liquidated damages of:
(A) with respect to Physical GasPhysically Settled Futures Transactions, $5,000 representing the pre-estimated amount of the costs of investigation and damage suffered by Exchange in respect of injury to the development of, reputation and integrity of the business carried on by Exchange if (a) the Failure to Take occurs during a System Constraint Period, and (b) Exchange has determined in its sole discretion that appropriate circumstances exist for the application of such liquidated damages; and
(B) with respect to a PhysicalPhysically Settled Oil Futures Transactions, the greater of:
(a) $5,000; or
(b) an amount equal to one percent (1%) of the product of the Contract Price and the Failure Quantity, if Exchange has determined in its sole discretion that appropriate circumstances exist for the application of such liquidated damages, it being understood and agreed that the liquidated damages contemplated by this Section 5.3(a)(iii)(B) and the liquidated damages contemplated by Section 5.1(a)(iii)(B) shall not be assessed by Exchange more than once with respect to any ▇▇▇▇▇▇▇ Exchange notwithstanding there may have been a Failure to Deliver or Failure to Take under more than one PhysicalPhysically Settled Oil Futures Transaction forming such ▇▇▇▇▇▇▇ Exchange. Exchange will deliver to the Buyer a separate Invoice in respect of the PhysicalPhysically Settled Futures Transaction which is the subject of the Failure to Take itemizing separately the amoun...
Failure to Take.
4.1 If the Buyer is unable or fails to take delivery of all or part of the Nominal Quantity of an LNG Cargo scheduled for delivery under a Confirmation Notice [within [⚫] days after / by]:
(a) the end of the Scheduled Arrival Window for any reason other than Force Majeure, fault of the Seller; or in relation to an Ex-Ship delivery only, the fault of the transporter; or
(b) the end of a period after the end of the Scheduled Arrival Window equal to the period that Allowed Laytime is extended as a result of Adverse Weather Conditions, the Parties shall, subject to clause 4.2, use reasonable endeavours to reschedule the relevant LNG Cargo, subject to the Buyer reimbursing the Seller for all reasonable, documented costs and expenses arising from the rescheduling.
4.2 The difference between the Nominal Quantity for the relevant LNG Cargo (as set forth in the applicable Confirmation Notice) and the Quantity Delivered by the deadline specified in clause 4.1 shall be a deficiency quantity (Buyer Deficiency Quantity). If the Buyer Deficiency Quantity falls within the Operational Tolerance of the LNG Cargo then the Buyer Deficiency Quantity shall be deemed to be zero, the Parties shall have no further obligation to reschedule the relevant LNG Cargo and the Buyer shall have no further liability to pay the Seller pursuant to this clause 4.
4.3 If the Parties are unable to reschedule the relevant LNG Cargo or the Buyer is unable or fails to take delivery of the Buyer Deficiency Quantity by the deadline specified in clause 4.1 the Buyer shall pay the Seller an amount equal to the LNG Price multiplied by the Buyer Deficiency Quantity (unless the Buyer Deficiency Quantity was due to the Wilful Misconduct of the Buyer, in which case the Buyer shall pay [⚫] ).
4.4 The Seller shall use reasonable endeavours to sell such Buyer Deficiency Quantity to a Third Party or Third Parties.
4.5 If the Seller sells all or part of such Buyer Deficiency Quantity, then Seller shall pay Buyer the Net Proceeds provided, however, that Seller shall not be required to pay Buyer any part of the Net Proceeds which is in excess of the payment made by Buyer to Seller under clause 4.
Failure to Take. If Buyer fails to take delivery, when available, of the Nominated Quantity and if such failure is not the result of force majeure, then:
Failure to Take. If FUEL fails to take the Firm Natural Gas Service fixed volume during the Commercial Operating Period, including any and all planned or unplanned maintenance periods, or Interruptible Natural Gas Service nominated volume during the Test Operating Period or Commercial Operating Period, any costs incurred by the City of Camilla as a result of this failure to take, including but not limited to any costs incurred by the City related to the remarketing of any such volumes, will be passed through to FUEL at actual cost incurred.
Failure to Take. If Buyer fails to take delivery, when available, of the Nominated Quantity and if such failure is not the result of force majeure, then:
(a) as to any *** during any month of *** of the Nominated Quantity, *** shall *** to ***, *** of the Nominated Quantity and the quantities actually delivered *** of the Commodity Price or Alternate Commodity Price, whichever is applicable;
(b) as to failures to nominate the maximum DCE and failures to take the Nominated Quantity, any and all such gas shall be deemed released for the month or the remainder thereof by Buyer for Seller to dispose of as Seller sees fit.