Common use of OBJECT AND SCOPE Clause in Contracts

OBJECT AND SCOPE. 3.1 Subject to Section 7.5 and Article 17, RPP as the Supplier agrees to supply Shell and Shell as Purchaser agrees to purchase the SUMF Items described herein under the terms and conditions set out in this Agreement. Except as otherwise provided in Section 3.5 and Schedule 3.1, Shell may purchase the amounts of each SUMF Item set forth in Schedule 3.1 from RPP at quantities consistent with Shell’s historical usage of such SUMF Items for operation of the Shell Facilities, and at quantities consistent the needs of Shell, RPP and other Users regarding operations of the dock located at the West Site if Shell takes over operation of such dock as described in Schedule 3.1 J of this Agreement, until termination of such SUMF Item in accordance with the provisions of this Agreement. 3.2 Subject to Section 7.5 and Article 17, Shell as the Supplier agrees to supply RPP and RPP as Purchaser agrees to purchase the SUMF Items described herein under the terms and conditions set out in this Agreement. Except as otherwise provided in Section 3.5 and Schedule 3.2, RPP may purchase the amounts of each SUMF Item set forth in Schedule 3.2 up to its Firm Capacity Reservation, or as otherwise provided in Schedule 3.2, from Shell until termination of such SUMF Item in accordance with the provisions of this Agreement. 3.3 A description and, where appropriate, the technical specifications of the SUMF Items which the Parties have agreed to provide hereunder, the price, delivery terms, specific exclusions and limitations, if any, on consumption and supply, and such other details as this Agreement may require or as the Parties may agree, of each SUMF Item are set out in this Agreement. 3.4 Any Firm Capacity Reservation amounts for any SUMF Item as agreed by the Parties are set out in Schedules 3.2A and 3.2C. 3.5 If the Purchaser or the Supplier subsequently wishes to change the nature, quantity or type of any SUMF Item provided hereunder, the other Party shall use reasonable efforts to accommodate such request, but, except as set forth in the next sentence, with no obligation to make such change. The Purchaser shall have the right upon three (3) years advance written notice (or such shorter period of time as may be required to terminate such SUMF Item under the applicable schedule) to reduce its Firm Capacity Reservation for such SUMF Item provided hereunder and when reduced receive a pro rata reduction in the Fixed Operating Costs (if any) and Infrastructure Fees (if any) for such SUMF Item. The Purchaser may not, however, claim a reduction in excess of fifty percent (50%) of its initial Firm Capacity Reservation (as of the Effective Date). In addition, annual decreases in the Purchaser’s Firm Capacity Reservation shall be limited to no more than ten percent (10%) of its initial Firm Capacity Reservation per year until the total reduction requested (up to the fifty percent maximum limit) is reached. 3.6 Title to and risk of loss of a SUMF Item shall pass from the Supplier to the Purchaser at the Delivery Point(s) specified in the applicable Schedule. 3.7 SUPPLIER MAKES NO REPRESENTATIONS OR WARRANTIES EXPRESS OR IMPLIED WITH RESPECT TO THE SUMF ITEMS EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT. NO REPRESENTATION OR WARRANTY SHALL BE IMPLIED UNDER THIS AGREEMENT OR AT LAW, INCLUDING BUT NOT LIMITED TO, WARRANTY OF MERCHANTABILITY OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR ADEQUACY AS TO THE SUMF ITEMS. SUPPLIER PROVIDES NO WARRANTY FOR THE PERFORMANCE OF ANY COMPUTER SYSTEMS, DIGITAL DEVICES AND COMPONENTS THEREOF. PURCHASER ACKNOWLEDGES THAT EXCEPT AS EXPRESSLY SET FORTH HEREIN, NO REPRESENTATIONS OR WARRANTIES ARE BEING MADE HEREIN AND PURCHASER RELEASES AND RELIEVES SUPPLIER FROM AND HEREBY WAIVES ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES.

OBJECT AND SCOPE. 3.1 Subject to Section 7.5 8.5 and Article 1718, RPP Shell as the Supplier agrees to supply the Company and the Company as Purchaser agrees to purchase the SUMF Items described herein under the terms and conditions set out in this Agreement. Except as otherwise provided in SECTION 3.4 and SCHEDULE 3.1, the Company may purchase the amounts of each SUMF Item set forth in SCHEDULE 3.1 up to its Firm Capacity Reservation from Shell until termination of such SUMF Item in accordance with the provisions of this Agreement. Upon the termination of a Short Term SUMF Item, Shell shall physically disconnect from that SUMF Item's delivery system in the time and manner instructed by Shell and Shell shall pay all costs associated with the physical disconnection, except such costs in connection with the relocation of the assets of the Company from the Deer Park warehouse when the lease of such warehouse terminates. Upon the termination, in advance of the end of the initial or any extension term of a Long Term SUMF Item, the Party terminating the SUMF Item shall physically disconnect from that SUMF Item's delivery system in the time and manner instructed by Shell and the terminating party shall pay the costs associated with the physical disconnection. At the end of the initial or any extension term of a Long Term SUMF Item or a Sole Supplier Item, all costs associated with the physical disconnection shall be paid 50% by Purchaser and 50% by Supplier. Each Party agrees to cooperate with the other Party in order to facilitate disconnection and minimize disconnection costs. In no event shall the Supplier be obligated to pay any start up costs of either Party to replace the discontinued SUMF Item. 3.2 Subject to Section 8.5 and Article 18, the Company as the Supplier agrees to supply Shell and Shell as Purchaser agrees to purchase the SUMF Items described herein under the terms and conditions set out in this Agreement. Except as otherwise provided in Section 3.5 and Schedule 3.1SCHEDULE 3.2, Shell may purchase the amounts of each SUMF Item set forth in Schedule 3.1 from RPP at quantities consistent with Shell’s historical usage of such SUMF Items for operation of the Shell Facilities, and at quantities consistent the needs of Shell, RPP and other Users regarding operations of the dock located at the West Site if Shell takes over operation of such dock as described in Schedule 3.1 J of this Agreement, until termination of such SUMF Item in accordance with the provisions of this Agreement. 3.2 Subject to Section 7.5 and Article 17, Shell as the Supplier agrees to supply RPP and RPP as Purchaser agrees to purchase the SUMF Items described herein under the terms and conditions set out in this Agreement. Except as otherwise provided in Section 3.5 and Schedule 3.2, RPP may purchase the amounts of each SUMF Item set forth in Schedule SCHEDULE 3.2 up to its Firm Capacity Reservation, or as otherwise provided in Schedule 3.2, Reservation from Shell the Company until termination of such SUMF Item in accordance with the provisions of this Agreement. 3.3 A description and, where appropriate, the technical specifications of the SUMF Items which the Parties have agreed to provide hereunder, the price, delivery terms, specific exclusions and limitations, if any, on consumption and supply, and such other details as this Agreement may require or as the Parties may agree, of each SUMF Item are set out in this Agreement. 3.4 Any Firm Capacity Reservation amounts for any SUMF Item as agreed by the Parties are set out in Schedules 3.2A and 3.2C. 3.5 If the Purchaser or the Supplier subsequently wishes to change the nature, quantity or type of any SUMF Item provided hereunder, the other Party shall use reasonable efforts to accommodate such request, but, except as set forth in the next sentence, with no obligation to make such change. The Purchaser shall have the right upon three (3) years advance written notice (or such shorter period of time as may be required to terminate such SUMF Item under the applicable schedule) to reduce its Firm Capacity Reservation for such SUMF Item provided hereunder and when reduced receive a pro rata reduction in the Fixed Operating Costs (if any) and Infrastructure Fees (if any) for such SUMF Item. The Purchaser may not, however, claim a reduction in excess of fifty percent (50%) of its initial Firm Capacity Reservation (as of the Effective Date). In addition, annual decreases in the Purchaser’s Firm Capacity Reservation shall be limited to no more than ten percent (10%) of its initial Firm Capacity Reservation per year until the total reduction requested (up to the fifty percent maximum limit) is reached. 3.6 Title to and risk of loss of a SUMF Item shall pass from the Supplier to the Purchaser at the Delivery Point(s) specified in the applicable Schedule. 3.7 SUPPLIER MAKES NO REPRESENTATIONS OR WARRANTIES EXPRESS OR IMPLIED WITH RESPECT TO THE SUMF ITEMS EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT. NO REPRESENTATION OR WARRANTY SHALL BE IMPLIED UNDER THIS AGREEMENT OR AT LAW, INCLUDING BUT NOT LIMITED TO, WARRANTY OF MERCHANTABILITY OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR ADEQUACY AS TO THE SUMF ITEMS. SUPPLIER PROVIDES NO WARRANTY FOR THE PERFORMANCE OF ANY COMPUTER SYSTEMS, DIGITAL DEVICES AND COMPONENTS THEREOF. PURCHASER ACKNOWLEDGES THAT EXCEPT AS EXPRESSLY SET FORTH HEREIN, NO REPRESENTATIONS OR WARRANTIES ARE BEING MADE HEREIN AND PURCHASER RELEASES AND RELIEVES SUPPLIER FROM AND HEREBY WAIVES ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES.

OBJECT AND SCOPE. 3.1 Subject to Section 7.5 8.5 and Article 1718, RPP Shell as the Supplier agrees to supply the Company and the Company as Purchaser agrees to purchase the SUMF Items described herein under the terms and conditions set out in this Agreement. Except as otherwise provided in Section 3.5 and SCHEDULE 3.1, the Company may purchase the amounts of each SUMF Item set forth in SCHEDULE 3.1 up to its Firm Capacity Reservation from Shell until termination of such SUMF Item in accordance with the provisions of this Agreement. Upon the termination of a Short Term SUMF Item, Shell shall physically disconnect from that SUMF Item's delivery system in the time and manner instructed by Shell and Shell shall pay all costs associated with the physical disconnection, except such costs in connection with the relocation of the assets of the Company from the Norco warehouse when the lease of such warehouse terminates. Upon the termination in advance of the end of the initial or any extension term of a Long Term SUMF Item, the Party terminating the SUMF Item shall physically disconnect from that SUMF Item's delivery system in the time and manner instructed by Shell and the terminating party shall pay the costs associated with the physical disconnection. At the end of the initial or any extension term of a Long Term SUMF Item or a Sole Supplier Item, all costs associated with the physical disconnection shall be paid 50% by Purchaser and 50% by Supplier. Each Party agrees to cooperate with the other Party in order to facilitate disconnection and minimize disconnection costs. In no event shall the Supplier be obligated to pay any start up costs of either Party to replace the discontinued SUMF Item. 3.2 Subject to Section 8.5 and Article 18, the Company as the Supplier agrees to supply Shell and Shell as Purchaser agrees to purchase the SUMF Items described herein under the terms and conditions set out in this Agreement. Except as otherwise provided in Section 3.5 and Schedule 3.1SCHEDULE 3.2, Shell may purchase the amounts of each SUMF Item set forth in Schedule 3.1 from RPP at quantities consistent with Shell’s historical usage of such SUMF Items for operation of the Shell Facilities, and at quantities consistent the needs of Shell, RPP and other Users regarding operations of the dock located at the West Site if Shell takes over operation of such dock as described in Schedule 3.1 J of this Agreement, until termination of such SUMF Item in accordance with the provisions of this Agreement. 3.2 Subject to Section 7.5 and Article 17, Shell as the Supplier agrees to supply RPP and RPP as Purchaser agrees to purchase the SUMF Items described herein under the terms and conditions set out in this Agreement. Except as otherwise provided in Section 3.5 and Schedule 3.2, RPP may purchase the amounts of each SUMF Item set forth in Schedule SCHEDULE 3.2 up to its Firm Capacity Reservation, or as otherwise provided in Schedule 3.2, Reservation from Shell the Company until termination of such SUMF Item in accordance with the provisions of this Agreement. 3.3 A description and, where appropriate, the technical specifications of the SUMF Items which the Parties have agreed to provide hereunder, the price, delivery terms, specific exclusions and limitations, if any, on consumption and supply, and such other details as this Agreement may require or as the Parties may agree, of each SUMF Item are set out in this Agreement. 3.4 Any Firm Capacity Reservation amounts for any each SUMF Item as agreed by the Parties are set out in Schedules 3.2A SCHEDULE 3.4(A) and 3.2C.(B). 3.5 If the Purchaser or the Supplier subsequently wishes to change the nature, quantity or type of any SUMF Item provided hereunder, the other Party party shall use reasonable efforts to accommodate such request, request but, except as set forth in the next sentence, with no obligation to make such change. The Purchaser shall have the right upon ninety (90) days advance written notice in the case of a Short Term SUMF Item and three (3) years advance written notice in the case of a Long Term SUMF Item (or such shorter period of time as may be required to terminate such SUMF Item under the applicable schedule) to reduce its Firm Capacity Reservation for such SUMF Item provided hereunder and when reduced receive a pro rata reduction in the Fixed Operating Costs (if any) and Infrastructure Fees (if any) for such SUMF Item. The Purchaser may not, however, claim a reduction in excess of fifty percent (50%) of its initial Firm Capacity Reservation (as There shall be no minimum or maximum limit on the extent of the Effective Date). In additionreduction except as the Supplier may require for the protection of health, annual decreases in safety or the Purchaser’s Firm Capacity Reservation shall be limited to no more than ten percent (10%) of its initial Firm Capacity Reservation per year until the total reduction requested (up to the fifty percent maximum limit) is reachedenvironment. 3.6 Title to and risk of loss of a SUMF Item shall pass from the Supplier to the Purchaser at the Delivery Point(s) specified in the applicable ScheduleSCHEDULE. 3.7 SUPPLIER MAKES NO REPRESENTATIONS OR WARRANTIES EXPRESS OR IMPLIED WITH RESPECT TO THE SUMF ITEMS EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT. NO REPRESENTATION OR WARRANTY SHALL BE IMPLIED UNDER THIS AGREEMENT OR AT LAW, INCLUDING BUT NOT LIMITED TO, WARRANTY OF MERCHANTABILITY OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR ADEQUACY AS TO THE SUMF ITEMS. SUPPLIER PROVIDES NO WARRANTY FOR THE PERFORMANCE OF ANY COMPUTER SYSTEMS, DIGITAL DEVICES AND COMPONENTS THEREOF. PURCHASER ACKNOWLEDGES THAT EXCEPT AS EXPRESSLY SET FORTH HEREIN, NO REPRESENTATIONS OR WARRANTIES ARE BEING MADE HEREIN AND PURCHASER RELEASES AND RELIEVES SUPPLIER FROM AND HEREBY WAIVES ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES.