losses, and expenses, including reasonable attorney's fees, arising from
or out of a breach of the warranty contained in this Section A.5.4.
Section A.5.5
Limited Warranty.
Williams warrants that the LNG Delivered
hereunder shall meet the quality specifications set forth in the applicable bill
of lading at the time of Delivery.
ABSOLUTELY NO OTHER WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING THOSE OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR
PURPOSE, ARE MADE HEREUNDER AND NONE SHALL BE IMPLIED.
THE LIABILITY OF
WILLIAMS FOR ANY BREACH OF THIS SECTION A.5.5 SHALL BE LIMITED TO THE
REPLACEMENT VALUE OF ANY LNG .
IN NO INSTANCE SHALL THE TOTAL OF ALL SUCH
AMOUNTS EXCEED $10,000 PER DELIVERY.
THE PARTIES SHALL USE COMMERCIALLY
REASONABLE EFFORTS
TO MITIGATE DAMAGES HEREUNDER.
Section A.5.6
Rejection and Notice of Breach.
Clean Energy shall have
twenty-four (24) hours after Delivery of the LNG to inspect and/or reject such
Delivery.
If Clean Energy does not reject Delivery of the LNG with twenty-four
(24) hours after Delivery, Clean Energy shall be deemed to have irrevocably
accepted such LNG.
If the LNG is rejected, notice by facsimile must be made
within twenty-four (24) hours after Delivery, followed by written confirmation
sent by certified mail.
The notice of breach must specify the facts
constituting the alleged breach of warranty or other basis for claim.
Section A.5.7
Clean Energy's Knowledge of Product, Odorization, and Indemnity.
CLEAN ENERGY HEREBY EXPRESSLY REPRESENTS THAT IT IS FAMILIAR WITH THE
PROPERTIES OF LNG AND NATURAL GAS, AND CLEAN ENERGY AGREES TO INFORM CLEAN
ENERGY'S CUSTOMERS, AGENTS, EMPLOYEES,
13
AND/OR PURCHASER(S) OF THE SAME.
THE LNG PROVIDED HEREUNDER WILL NOT BE
STENCHED AND/OR ODORIZED BY WILLIAMS AND CLEAN ENERGY CERTIFIES, REPRESENTS AND
WARRANTS THAT ODORIZATION IS NOT REQUIRED FOR DELIVERY OF LNG TO CLEAN ENERGY
UNDER THIS SALES AGREEMENT.
CLEAN ENERGY SHALL BE RESPONSIBLE FOR ODORIZING THE
LNG AFTER DELIVERY IN ORDER TO COMPLY WITH ANY ODOR STANDARDS CONTAINED IN
APPLICABLE REGULATIONS.
AS SET FORTH ABOVE, CLEAN ENERGY SHALL BE DEEMED TO BE
IN EXCLUSIVE POSSESSION AND CONTROL OF THE LNG ONCE CLEAN ENERGY HAS TAKEN
DELIVERY AND CLEAN ENERGYASSUMES ALL RESPONSIBILITY FOR SAFE HANDLING OF THE LNG
FROM THE TIME OF SAID DELIVERY.
CLEAN ENERGY SHALL FULLY PROTECT, INDEMNIFY,
AND DEFEND WILLIAMS, AND ITS OFFICERS, AGENTS, EMPLOYEES, INSURERS AND PARENT,
AND HOLD EACH OF THEM HARMLESS FROM ANY AND ALL CLAIMS, LOSSES, DAMAGES,
DEMANDS, SUITS, CAUSES OF ACTION AND LIABILITIES (INCLUDING ALL REASONABLE
ATTORNEY FEES AND EXPENSES INCURRED BY OR IMPOSED UPON
ARISING, DIRECTLY OR
INDIRECTLY, FROM CLEAN ENERGY'S
FAILURE TO PROPERLY ODORIZE AND/OR TO EITHER
MONITOR OR MAINTAIN ODORIZATION AT OR ABOVE APPLICABLE ODOR STANDARDS OR SO
NOTIFY CLEAN ENERGY'S
CUSTOMERS, AGENTS, AND/OR EMPLOYEES.
SECTION A.6 - NOTICE
Section A.6.1
Notice.
Unless herein provided to the contrary, any notice
called for in this Sales Agreement shall be in writing and shall be considered
as having been given if delivered personally, by mail, by facsimile
transmission, or by express courier, postage prepaid, by either party to the
other