Offtake Products definition
Examples of Offtake Products in a sentence
The delivery of Monthly Offtake Quantities comprised of (i) light rare earth concentrate shall, unless the Parties mutually agree otherwise, be on cost, insurance and freight (CIF) basis to the Delivery Point, and (ii) any other Offtake Products will be on delivery terms to be mutually agreed between the Parties from time to time.
Following delivery of the Monthly Production Notice, Seller shall promptly upon becoming aware notify Buyer in writing of any material adjustments to the estimates of the types and respective quantities of Offtake Products expected to be delivered to Buyer based on Seller’s actual production, in order to facilitate Buyer’s marketing efforts and planning.
The Parties acknowledge the Retained Offtake Products, as such term is defined in the Feedstock and Product Inventory Sales Agreement attached to the SPA as Exhibit D, shall be treated by the Parties for purposes of this Agreement in accordance with Section 5 of the Feedstock and Product Inventory Sales Agreement.
Seller further represents and warrants that, at the time of delivery of any Offtake Products to Buyer, Seller shall have good and marketable title to such Offtake Products so delivered, and that such Offtake Products shall be delivered to Buyer free and clear of all encumbrances.
For the avoidance of doubt, Seller shall not engage with any other Chinese distributors to sell non-concentrate Offtake Products to Chinese customers in China.
The actual purchase price (the “Purchase Price”) to be paid for Monthly Offtake Quantities shall be equal to the Market Price for such product less (a) any applicable value-added (VAT), sales, or ad valorem taxes owed on the Offtake Product for which the Buyer is responsible; (b) any import duties assessed and actually paid by Buyer for the Offtake Products; and (c) the Commission Fee.
In particular, Seller shall not seek to directly engage with existing Chinese customers of Buyer for non-concentrate Offtake Products within China; provided that the foregoing shall not prohibit Seller from selling non-concentrate Offtake Products to an existing customer to the extent that Buyer determines not to sell to such customer any or all of the customer’s requirements for non-concentrate Offtake Products.
Subject to variations in mine output and the output of the Mountain Pass Facility, the Offtake Products shall include the rare earth products set forth on Schedule 1.
Subject to and in accordance with the terms and conditions of this Agreement, ▇▇▇▇▇▇ agrees to sell and deliver to Buyer the Offtake Products in the quantities determined in accordance with Section 4.2 and Section 4.4, and ▇▇▇▇▇ agrees to purchase and take delivery of, all such Offtake Products.
In consideration of the efforts and costs incurred by Buyer to market and sell the Offtake Products to end users, the Parties agree that a sales commission (the “Commission Fee”), as per the formula detailed in Schedule 2, shall be due to Buyer in relation to such Month pursuant to this Section 2.2. The Commission Fee shall cover all of Buyer’s Covered Costs but shall not cover any Extraordinary Charges paid by ▇▇▇▇▇, if any.