Delivery / Title: Purchaser shall acquire title to the Goods upon delivery thereof. Delivery of the goods to Purchaser shall occur either upon (i) delivery by Seller of the Goods to the carrier specified in the Invoice or selected by Seller or (ii) collection by Purchaser of the Goods from Seller's local office as set forth in this Invoice; provided that, if Purchaser fails to collect the Goods on the date specified in this Invoice, then delivery and transfer of title shall be deemed to occur on such date.
Risk of Loss - F.O.B. (Seller): The risk of loss (and responsibility for insurance) from any casualty to the Goods, regardless of the cause, will be the responsibility of Purchaser upon transfer of title as provided herein.
No Set-Off: Purchaser shall pay this Invoice in full on the Payment Due Date, without any set-off, counterclaim, deduction or withholding for any reason whatsoever (including, without limitation, any loss or damage to the Goods after deemed delivery or shipment, as specified above).
No return: Purchaser shall have no right whatsoever to return the Goods to the Seller or to receive any refund in respect thereof.
Governing law: The agreement recorded in this Invoice (the "Contract") and any debt arising hereunder (a "Debt"), and any dispute or claim (including all non-contractual disputes or claims) arising out of or in connection with this Contract and/or any Debt, are governed by and shall be construed and interpreted in accordance with New York law.
Arbitration: Purchaser and Seller hereby agree that any dispute or claim (including all non-contractual disputes or claims) that may arise out of or in connection with this Contract (including any question regarding its existence, validity or termination) and/or any Debt (a "Dispute") shall be referred to and finally resolved by arbitration under the Rules of Arbitration of the International Chamber of Commerce (the "Rules"), which Rules are deemed to be incorporated by reference into this clause (in which case the number of arbitrators shall be three; the seat of the arbitration shall be New York, New York; and the language of the arbitration shall be English). For the avoidance of doubt, the arbitration agreement contained in this clause is governed by, and shall be construed in accordance with, New York law.
Assignment: Seller may assign and transfer or, to the extent permitted or required by any applicable law constitute a trust over, any or all of its rights under this Contract and any Debt to any person (the "Assignee") and, to the extent required by any applicable law, Purchaser expressly consents to any such assignment and transfer, or constitution of trust over, any or all of its rights under this Contract and any Debt, which shall be fully binding on it. Purchaser also consents to any charge, mortgage or any other dealings in any or all of its rights under this Contract and/or any Debt. Purchaser agrees that it shall pay (to the account described above or to such other account as notified to it by or on behalf of the Assignee) the full amount owing to Seller under this Contract without exercising any right of set-off, credit or counterclaim in respect of any amounts owing by Seller to it. Payment on this invoice will only be valid if made into the bank account specified herein. The invoice payment amount may never be compensated with claim(s) from the Purchaser against the Seller, and if this invoice is assigned or transferred to an Assignee, the return of Goods and/or any claim of not receiving any Goods or any other claim by the Purchaser against the Seller shall not be valid if brought against the Assignee. The Purchaser acknowledges and accepts that any Assignee cannot be held liable in any manner for any sales transaction between the Purchaser and the Seller. Purchaser may be notified that this Contract has been assigned to KGK Receivables Finance I LLC (the "KGK Assignee") by K.G.K. Diamonds BV or KGK Assignee and, after receiving such notice, Purchaser shall pay to the account of KGK Assignee specified in such notice the full amount owing to Seller under this Contract without exercising any right of set-off, credit or counterclaim in respect of any amounts owing by Seller to it.
Indemnification: Purchaser agrees to pay, indemnify, and hold Seller and its assigns (including, without limitation, any Assignee) harmless from, any and all recording and filing fees, stamp, excise, VAT, sales tax and other similar taxes and duties and any and all liabilities with respect to, or resulting from any delay in paying any such amounts, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of the transactions contemplated by, this Contract.
Miscellaneous: This Contract contains the entire agreement between the parties and supersedes and replaces all such prior agreements with respect to matters expressly set forth herein. No modification shall be made to this Contract except in writing and signed by both parties. This Contract shall be binding upon the parties and their respective heirs, executors, administrators, successors, assigns and personal representatives.
Interest on Overdue Invoice. Seller shall be entitled to charge interest, without any prior notice, on overdue invoices from the date when payment becomes due until the date of payment in full at a rate of 18% per annum.
The diamonds herein invoiced have been purchased from legitimate sources not involved in funding conflict, in compliance with United Nations Resolutions and corresponding national laws. The Seller hereby guarantees that these diamonds are conflict free and confirms adherence to the World Diamond Council System of Warranties Guidelines.
The diamonds herein invoiced are exclusively of national origin and untreated based on personal knowledge and/or written guarantees provided by the supplier of these diamonds.
To the best of Seller's knowledge and/or based on written assurances from suppliers, the diamonds herein invoiced have not been obtained in violation of applicable national laws and/or sanctions by the U.S. Department of Treasury's Office of Foreign Assets Control and have not been originated from the Mbada and Marrange Resources of Zimbabwe.
