Set-Off and Withholding

Read the following  Set-Off and Withholding section of a contract, then select the correct option from the list to complete (1) ….. to (10) ….. .

 5.3 Set-Off and Withholding

 The Buyer expressly acknowledges and agrees that it shall not, under any circumstances, have the right to withhold, offset, or deduct any portion of the Purchase Price due under this Agreement, except as may be explicitly ___1___ in writing by the Seller in advance.

Further, the Buyer acknowledges that any dispute, claim, or ___2___ relating to the Seller’s performance of its obligations under this Agreement—such as delays, defects, or ___3___ with specifications—shall not entitle the Buyer to withhold any portion of the Purchase Price that is otherwise due and ___4___. Under no circumstances shall the Buyer use any claim or alleged breach by the Seller as a reason to ___5___ payment of amounts not directly contested.

In the event the Buyer improperly withholds or ___6___ any payment, the Seller reserves all rights to ___7___ legal remedies, including but not limited to the ___8___ of the withheld amounts, plus interest ___9___ at the rate of 5% per annum from the date such amounts were due until full payment is received.

The Seller may also ___10___  further deliveries of goods or services and exercise any other remedies available under this Agreement or applicable law, without liability for any delay or damage resulting from such suspension, until the Buyer has fully satisfied its payment obligations.

Now, press the START button to select the correct option from the list to complete (1) ….. to (10) ….. .