SET-OFF
Other Names: Offset • Set Off Rights • Rights of Set Off • No Setoff • No Set-Off • Limitations on Setoffs • Set-Off Permitted
Sample Clause Language:
[PARTY B]’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense or other right which [PARTY B] may have against [PARTY A] or others.
Source: Ugi Corp. (2020, February 6). Form 10-Q. Retrieved from SEC EDGAR website http://www.sec.gov/edgar.shtml
Description:
Set-Off clauses permit a party to deduct or reduce the amount it owes to another party by the amount that is owed to it (i.e., the amount that is due from the other party). The sample clause here is unilateral and drafted in favor of Party A (i.e., the party with the right to receive payment such as a seller, creditor, service provider, etc.). The clause does not allow the other party (i.e., Party B) to reduce or withhold its payments obligations to Party A for any reason.
Common Contracts with this Clause:
- Sale of Goods Agreements
- Distribution Agreements
- Service Agreements
- Credit Agreements
What you'll see with Lawgood:
Four (4) Alternative Positions
- No Set-Off (Unilateral)
- No Set-Off (Mutual)
- Set-Off (Mutual)
- Set-Off (Unilateral)
Draft better contracts with Lawgood.