Hazardous Materials Freight: Notwithstanding anything contained in Section 10.B. to the contrary, and regardless of the freight terms listed on any Purchase Order, all Items that are Hazardous Materials/Dangerous Goods and are regulated in transportation by international, federal, state or local law shall be shipped Delivered Duty Paid, Buyers Dock (DDP: Buyers Point of Use; Inco terms 2000) for non free trade zone factory sites or Delivered Duty Unpaid, Buyers Dock (DDU: Buyers point of use, Inco terms 2000) for free trade zone factory sales. Title and risk of loss shall pass to Buyer upon delivery of Items to Buyers point of use at the Buyer factory site designated in the Release.
SECTION # Noncontravention. The execution, delivery and performance of this Agreement and the Ancillary Agreements by Buyer does not, and, subject to obtaining Buyers Required Consents, the consummation by Buyer of the transactions contemplated hereby and thereby will not contravene or violate any provision of # the Organizational Documents of Buyer, # any mortgage, lease, franchise, license, permit, agreement or other instrument to which Buyer is a party or by which Buyer is bound, or result in the termination or acceleration thereof, or entitle any party to accelerate any obligation or indebtedness thereunder, or # any Law or Order to which Buyer is subject or by which any property or asset of Buyer is bound or affected; except, in the case of clauses (b) and (c), as would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on Buyers ability to perform its obligations hereunder or thereunder or to consummate the transactions contemplated hereunder or thereunder.
“Buyer Indemnitee” means Buyer and any Buyer’s Affiliates, members, managers, officers, directors, employees, successors and assigns.
Buyers Required Consents means the consents specified in Section 4.03 of the Buyer Disclosure Letter.
Buyer shall purchase from Seller or an Affiliate of Seller, Tooling, (as defined herein), for use in Sellers Production Facility solely for the manufacture of the Components hereunder. For the purposes of this Agreement, the term Tooling shall mean all of the molds, including the associated plugs and fixtures, and any other tools or capital equipment listed under First Mold and Second Mold in Appendix Id. Within [ ] of the Effective Date of this Agreement, Buyer agrees to deliver [ ] firm purchase orders for the purchase of the Tooling at the prices set forth in Appendix Id. At any time on or after title transfers to Buyer or complete payment by Buyer to Seller of any piece of Tooling, Seller shall, upon request from Buyer, execute and deliver to Buyer such bills of sale, instruments of conveyance, certificates or other documentation and take such other actions as Buyer may reasonably request in order to confirm and complete transfer ownership of such Tooling from Seller to Buyer. In addition, Buyer may provide to Seller tooling, tools or capital equipment determined by Buyer and Seller to be suitable for use in the Production Facility and Storage Yard (Buyer Provided Tooling). The terms and conditions relating to use of any Buyer Provided Tooling shall be made by means of an amendment to this Agreement. Except for repairs or replacements as set forth below, Buyer shall have no further obligation to purchase or provide Tooling for the manufacture of the Components.
Buyer shall initiate payment on or before [ ] (the [ ] Net Due Date). An early payment discount of [ ] shall be applied if Buyer initiates payment within [ ] period before the [ ] Net Due Date that payment is initiated by Buyer.
The Buyer shall indemnify and hold the Shareholders harmless from any and all Damages resulting from # any breach of any representation or warranty made by the Buyer in this Agreement or in any Transaction Document and # any breach by the Buyer of any covenant, agreement or obligation of the Buyer contained in this Agreement or any Transaction Document.
Pursuant to verbal agreement of Buyer and Seller, Seller has agreed to assign to Buyer all of its accounts receivable as of the Effective Date, which will be reported to Buyer on the Effective Date (the A/R). In consideration for such assignment of the A/R, Buyer has agreed to assume and pay all of Sellers trade accounts payable as of the Effective Date, which will be reported to Buyer on the Effective Date (the A/P).
The wind turbine blade specified in Buyers [......] and described in the specifications previously delivered to the Seller, which specifications may be changed by Buyer from time to time, and such other goods and pricing as the parties may agree, which will be evidenced by the issuance of a PO for such goods and at the stated PO price by Buyer. Buyer and Seller shall mutually agree on the specifications for the wind turbine blade specified in Buyers [......].
INCORPORATION BY BUYER: It is acknowledged and agreed that Buyer may elect to incorporate. In such event, the Buyer shall assign this Contract to the newly formed corporation. Buyer shall cause the corporation to ratify and adopt the terms and conditions of this Contract. The original Buyer shall continue to be personally liable for the performance of the terms, covenants and conditions herein. In the event the Buyer is a corporation, the signatory to this Agreement shall, in addition to the corporation, be personally liable for the performance of the terms, conditions and covenants contained herein.
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