CANCELLATION FOR DEFAULT. 22.1. Either party may cancel this Agreement and/or any Order(s), in whole or part, without liability, by giving written notice of breach or default if the other (1) becomes insolvent, unable to pay debts when due, or the subject of bankruptcy proceedings not terminated within thirty (30) days of any filing; or makes a general assignment for the benefit of creditors; or if a receiver is appointed for substantially all of its property; or (2) materially breaches or defaults on its obligations under this Agreement and, if the breach or default can be cured, fails to cure the breach or default within thirty (30) days after receipt of written notice to cure; or (3) commits breaches on obligations other than payment, repetitively, or at least three separate significant times within any four-month period. Customer may cancel any Order(s) in whole or in part, without liability, if Supplier fails to Deliver conforming Purchases under that Order on time. 22.2. If Services are being provided, Customer shall have the right to take over and complete the Services at Supplier's expense. 22.3. If Customer cancels this Agreement and/or any Order(s) for Supplier's default or breach, it shall be entitled to recover from Supplier all losses, damages and expenses incurred as a result of Supplier's default or breach. Supplier shall refund to Customer amounts previously paid for Purchases which, due to such cancellation, cannot reasonably be used by Customer, and shall bear all expenses for their removal and return. Supplier shall, at Customer's option, promptly remove Purchases or bear the cost of removal. Supplier shall restore or bear the expenses of restoration of Customer's property to its original condition at the direction of Customer and refund to Customer all monies previously paid for such Purchases. 22.4. If Supplier cancels this Agreement and/or any Order(s) for Customer's default or breach, it may recover from Customer reasonable expenses incurred as a direct result of Customer's default or breach, which shall not exceed the amounts which Customer has not yet paid under the terms hereof. Customer shall not be liable for incidental, consequential or indirect damages, including but not limited to lost profits or unallocated overhead. 22.5. Any cancellation by Customer under this Article which is set aside or deemed wrongful will be deemed a termination under Article 21 "Termination of Agreement or Order(s)" of this Agreement.
Appears in 2 contracts
Sources: Amendment No. 1 (Next Level Communications Inc), Amendment No. 1 (Next Level Communications Inc)
CANCELLATION FOR DEFAULT. 22.1. Either party may a. Buyer may, by written notice to Seller, cancel all or part of this Agreement and/or Contract if: (i) Seller fails to deliver the Goods within the time specified by this Contract or any Order(s)written extension; (ii) Seller fails to perform any other provision of this Contract or fails to make progress, so as to endanger performance of this Contract, and, in whole either of these circumstances, within 10 days after receipt of notice from Buyer specifying the failure, does not cure the failure or part, without liability, by giving provide Buyer with a written notice detailed plan adequate to cure the failure if such failure reasonably cannot be cured within such 10 days and such plan is acceptable to Buyer’s Authorized Procurement Representative; and/or (iii) immediately in the event: (a) of breach Seller's suspension of business; (b) an application is made to any competent Court for a winding up of Seller; (c) Seller is insolvent; (d) Seller is bankrupt; (e) Seller commences negotiation with all or default if the other any class of creditors with a view to rescheduling or compromising a debt; (1f) becomes insolvent, unable to pay debts when due, a creditor of Seller enforces security; (g) a receiver for Seller's property or the subject of bankruptcy proceedings not terminated within thirty (30) days of any filingbusiness is appointed; or makes a general assignment (h) Seller engages in any assignment, reorganization or arrangement for the benefit of its creditors.
b. Seller shall continue work not cancelled. If Buyer cancels all or part of this Contract, Seller shall be liable for Buyer’s excess re-procurement costs.
c. Buyer may require Seller to transfer title, including any Intellectual Property and deliver to Buyer, as directed by ▇▇▇▇▇, any: (i) completed Goods; and (ii) any partially completed Goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information and contract rights (collectively, "Manufacturing Materials") that Seller has specifically produced or if acquired for the cancelled portion of this Contract. Upon direction from Buyer, Seller shall also protect and preserve property in its possession in which Buyer or its customers have an interest.
d. Buyer shall pay the Contract price for completed Goods accepted. In addition, any payment for Manufacturing Materials accepted by Buyer and for the protection and preservation of property shall be at a receiver is appointed price determined in accordance with article 6 "Termination for substantially all of its property; or (2) materially breaches or defaults on its obligations Convenience". Buyer may withhold from any amount due under this Agreement andContract any sum Buyer determines to be necessary to protect Buyer or Buyer's customers against loss because of outstanding liens or claims of former lien holders.
e. If, after cancellation, it is determined that Seller was not in default, the rights and remedies of the Parties shall be as if the Contract had been terminated according to article 6 "Termination for Convenience".
f. Notwithstanding any other provision in this Contract, if the breach or default can be curedSeller breaches articles 23(d) “Assignment, fails to cure the breach or default within thirty Delegation, Subcontracting and Change Of Control”; 18 “Financial Records and Audit”; 28
(30a) days after receipt “Business Conduct”; or, otherwise acts in contravention of written notice to cure; or (3) commits breaches on obligations other than paymentanti-corruption legislation, repetitively, or at least three separate significant times within any four-month period. Customer may cancel any Order(s) in whole or in part, without liability, if Supplier fails to Deliver conforming Purchases under that Order on time.
22.2. If Services are being provided, Customer Buyer shall have the right to take over terminate this Contract without notice and complete the Services at Supplier's expense.
22.3with immediate effect. If Customer cancels this Agreement and/or any Order(s) for Supplier's default or breach, it Buyer shall be entitled in no way liable to recover from Supplier all losses, damages and expenses incurred as a result Seller in respect of Supplier's default or breach. Supplier shall refund to Customer amounts previously paid such termination for Purchases which, due to such cancellation, cannot reasonably be used by Customer, and shall bear all expenses for their removal and return. Supplier shall, at Customer's option, promptly remove Purchases or bear the cost payment of removal. Supplier shall restore or bear the expenses of restoration of Customer's property to its original condition at the direction of Customer and refund to Customer all monies previously paid for such Purchases.
22.4. If Supplier cancels this Agreement and/or any Order(s) for Customer's default or breach, it may recover from Customer reasonable expenses incurred as a direct result of Customer's default or breach, which shall not exceed the amounts which Customer has not yet paid under the terms hereof. Customer shall not be liable for incidental, consequential or indirect damages, tortious claims (including but not limited to lost profits negligence) or unallocated overheadany other form of compensation.
22.5. Any cancellation by Customer under this Article which is set aside or deemed wrongful will be deemed a termination under Article 21 "Termination of Agreement or Order(s)" of this Agreement.
Appears in 2 contracts
Sources: Purchase Order, Purchase Contract
CANCELLATION FOR DEFAULT. 22.1. Either party may (a) Buyer may, by written notice to Supplier, cancel all or part of this Agreement and/or Purchase Order (i) if Supplier fails to deliver the goods within the time specified by this Purchase Order or any Order(s)written extension; and (ii) if Supplier fails to perform any other provision of this Purchase Order or fails to make progress, so as to endanger performance of this Purchase Order, and, in whole either of these two circumstances, does not cure the failure within 10 days after receipt of notice from Buyer specifying the failure; or part(iii) in the event of Supplier’s suspension of business, without liabilityinsolvency, by giving written notice appointment of breach a receiver for Supplier’s property or default if the other (1) becomes insolvent, unable to pay debts when duebusiness, or the subject any assignment, reorganization of bankruptcy proceedings not terminated within thirty (30) days of any filing; or makes a general assignment arrangement by Supplier for the benefit of its creditors; .
(b) Supplier shall continue to supply goods not cancelled.
(c) If Buyer cancels all or if a receiver is appointed part of this Purchase Order, Buyer may require Supplier to transfer title and deliver to Buyer, as directed by ▇▇▇▇▇, any (i) completed goods, (ii)any partially completed goods and materials, parts, tools, dies, fixtures, plans, drawings, information and contract rights (collectively, “Manufacturing Materials”) that Supplier has specifically produced or acquired for substantially all the cancelled portion of this Purchase Order. Upon direction from Buyer, Supplier shall also protect and preserve goods in its property; possession in which Buyer or its customer has an interest.
(2d) materially breaches or defaults on its obligations Buyer shall pay the price specified in the Purchase Order for goods accepted. Payment for Manufacturing Materials accepted by Buyer and for the protection and preservation of property shall be at Supplier’s direct costs. Buyer may withhold from any amount due under this Agreement and, if the breach Purchase Order any sum Buyer determines to be necessary to protect Buyer or default can be cured, fails to cure the breach Buyer’s customer against loss because of outstanding liens or default within thirty (30) days after receipt claims of written notice to cure; or (3) commits breaches on obligations other than payment, repetitively, or at least three separate significant times within any four-month period. Customer may cancel any Order(s) in whole or in part, without liability, if Supplier fails to Deliver conforming Purchases under that Order on timeformer lien holders.
22.2. If Services are being provided, Customer shall have the right to take over and complete the Services at Supplier's expense.
22.3. If Customer cancels this Agreement and/or any Order(s) for Supplier's default or breach, it shall be entitled to recover from Supplier all losses, damages and expenses incurred as a result of Supplier's default or breach. Supplier shall refund to Customer amounts previously paid for Purchases which, due to such cancellation, cannot reasonably be used by Customer, and shall bear all expenses for their removal and return. Supplier shall, at Customer's option, promptly remove Purchases or bear the cost of removal. Supplier shall restore or bear the expenses of restoration of Customer's property to its original condition at the direction of Customer and refund to Customer all monies previously paid for such Purchases.
22.4. If Supplier cancels this Agreement and/or any Order(s) for Customer's default or breach, it may recover from Customer reasonable expenses incurred as a direct result of Customer's default or breach, which shall not exceed the amounts which Customer has not yet paid under the terms hereof. Customer shall not be liable for incidental, consequential or indirect damages, including but not limited to lost profits or unallocated overhead.
22.5. Any cancellation by Customer under this Article which is set aside or deemed wrongful will be deemed a termination under Article 21 "Termination of Agreement or Order(s)" of this Agreement.
Appears in 2 contracts
Sources: Purchase Order, Purchase Order
CANCELLATION FOR DEFAULT. 22.1. Either party may a. Buyer may, by written notice to Seller, cancel all or part of this Agreement and/or Contract (i) if Seller fails to deliver the Services within the time specified by this Contract or any Order(s)written extension; (ii) if Seller fails to perform any other provision of this Contract or fails to make progress, so as to endanger performance of this Contract, and, in whole or parteither of these two circumstances, without liability, by giving written notice of breach or default if the other within ten (1) becomes insolvent, unable to pay debts when due, or the subject of bankruptcy proceedings not terminated within thirty (30) days of any filing; or makes a general assignment for the benefit of creditors; or if a receiver is appointed for substantially all of its property; or (2) materially breaches or defaults on its obligations under this Agreement and, if the breach or default can be cured, fails to cure the breach or default within thirty (3010) days after receipt of notice from Buyer specifying the failure, does not cure the failure or provide Buyer with a written notice detailed plan adequate to curecure the failure if such failure reasonably cannot be cured within such ten (10) days and such plan is acceptable to Buyer’s Authorized Procurement Representative; or (3iii) commits breaches on obligations other than paymentin the event of Seller's bankruptcy, repetitivelysuspension of business, insolvency, appointment of a receiver for Seller's property or business, or at least three separate significant times within any four-month period. Customer may cancel any Order(s) in whole assignment, reorganization or in part, without liability, if Supplier fails to Deliver conforming Purchases under that Order on timearrangement by Seller for the benefit of its creditors.
22.2b. Seller shall continue Services not canceled. If Services are being providedBuyer cancels all or part of this Contract, Customer Seller shall have the right to take over and complete the Services at Supplier's expensebe liable for Buyer’s excess re-procurement costs.
22.3c. Buyer may require Seller to transfer title and deliver to Buyer, as directed by ▇▇▇▇▇, any (i) completed materials, and (ii) any partially completed materials, parts, tools, dies, jigs, fixtures, plans, drawings, information and contract rights (collectively, "Manufacturing Materials") that Seller has specifically produced or acquired for the canceled portion of this Contract. If Upon direction from Buyer, Seller shall also protect and preserve property in its possession in which Buyer or its Customer cancels has an interest.
d. Buyer shall pay the Contract price for materials accepted. In addition, any payment for Manufacturing Materials accepted by Buyer and for the protection and preservation of property shall be at a price determined in accordance with the "Termination for Convenience" article of this Agreement and/or any Order(s) for Supplier's default or breachContract, it except that Seller shall not be entitled to recover profit. Buyer may withhold from Supplier all lossesany amount due under this Contract any sum Buyer determines to be necessary to protect Buyer or ▇▇▇▇▇'s customer against loss because of outstanding liens or claims of former lien holders.
e. If, damages and expenses incurred as a result of Supplier's default or breach. Supplier shall refund to Customer amounts previously paid for Purchases which, due to such after cancellation, canit is determined that Seller was not reasonably in default, the rights and remedies of the Parties shall be used by Customer, and shall bear all expenses for their removal and return. Supplier shall, at Customer's option, promptly remove Purchases or bear as if the cost of removal. Supplier shall restore or bear Contract had been terminated according to the expenses of restoration of Customer's property to its original condition at the direction of Customer and refund to Customer all monies previously paid for such Purchases.
22.4. If Supplier cancels this Agreement and/or any Order(s) for Customer's default or breach, it may recover from Customer reasonable expenses incurred as a direct result of Customer's default or breach, which shall not exceed the amounts which Customer has not yet paid under the terms hereof. Customer shall not be liable for incidental, consequential or indirect damages, including but not limited to lost profits or unallocated overhead.
22.5. Any cancellation by Customer under this Article which is set aside or deemed wrongful will be deemed a termination under Article 21 "Termination of Agreement or Order(s)for Convenience" article of this AgreementContract.
Appears in 2 contracts
Sources: Labor Hour/Time & Material Contract, Labor Hour/Time & Material Contract
CANCELLATION FOR DEFAULT. 22.1. Either party may a) Buyer may, by written notice to Seller, cancel all or part of this Agreement and/or PO: (i) if Seller fails to deliver the Services within the time specified by this PO or any Order(s)written extension; (ii) if Seller fails to perform any other provision of this PO or fails to make progress, so as to endanger performance of this PO, and, in whole or parteither of these two circumstances, without liability, by giving written notice of breach or default if the other within ten (1) becomes insolvent, unable to pay debts when due, or the subject of bankruptcy proceedings not terminated within thirty (30) days of any filing; or makes a general assignment for the benefit of creditors; or if a receiver is appointed for substantially all of its property; or (2) materially breaches or defaults on its obligations under this Agreement and, if the breach or default can be cured, fails to cure the breach or default within thirty (3010) days after receipt of notice from Buyer specifying the failure, does not cure the failure or provide Buyer with a written notice detailed plan adequate to curecure the failure if such failure reasonably cannot be cured within such ten (10) days and such plan is acceptable to Buyer’s Authorized Procurement Representative; or (3iii) commits breaches on obligations other than paymentin the event of Seller's bankruptcy, repetitivelysuspension of business, insolvency, appointment of a receiver for Seller's property or business, or at least three separate significant times within any four-month period. Customer may cancel any Order(s) in whole assignment, reorganization or in part, without liability, if Supplier fails to Deliver conforming Purchases under that Order on timearrangement by Seller for the benefit of its creditors.
22.2b) Seller shall continue all Services not canceled. If Services are being providedBuyer cancels all or part of this PO, Customer Seller shall have the right to take over and complete the Services at Supplier's expensebe liable for Buyer’s excess re-procurement costs.
22.3c) Buyer may require Seller to transfer title and deliver to Buyer, as directed by ▇▇▇▇▇, any (i) completed goods, and (ii) any partially completed goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information and contract rights (collectively, "Manufacturing Materials") that Seller has specifically produced or acquired for the canceled portion of this PO. If Customer cancels Upon direction from Buyer, Seller shall also protect and preserve property in its possession in which Buyer or its customer has an interest.
d) Buyer shall pay the PO price for completed goods accepted. In addition, any payment for Manufacturing Materials accepted by Buyer and for the protection and preservation of property shall be at a price determined in accordance with the "Termination for Convenience" Article of this Agreement and/or any Order(s) for Supplier's default or breachPO, it except that Seller shall not be entitled to recover profit. Buyer may withhold from Supplier all lossesany amount due under this PO any sum Buyer determines to be necessary to protect Buyer or ▇▇▇▇▇'s customer against loss because of outstanding liens or claims of former lien holders.
e) If, damages and expenses incurred as a result of Supplier's default or breach. Supplier shall refund to Customer amounts previously paid for Purchases which, due to such after cancellation, canit is determined that Seller was not reasonably in default, the rights and remedies of the Parties shall be used by Customer, and shall bear all expenses for their removal and return. Supplier shall, at Customer's option, promptly remove Purchases or bear as if the cost of removal. Supplier shall restore or bear PO had been terminated according to the expenses of restoration of Customer's property to its original condition at the direction of Customer and refund to Customer all monies previously paid for such Purchases.
22.4. If Supplier cancels this Agreement and/or any Order(s) for Customer's default or breach, it may recover from Customer reasonable expenses incurred as a direct result of Customer's default or breach, which shall not exceed the amounts which Customer has not yet paid under the terms hereof. Customer shall not be liable for incidental, consequential or indirect damages, including but not limited to lost profits or unallocated overhead.
22.5. Any cancellation by Customer under this Article which is set aside or deemed wrongful will be deemed a termination under Article 21 "Termination of Agreement or Order(s)for Convenience" Article of this AgreementPO.
Appears in 2 contracts
Sources: Purchase Order, Purchase Order
CANCELLATION FOR DEFAULT. 22.1. Either party may a. Buyer may, by written notice to Seller, cancel all or part of this Agreement and/or contract if (i) Seller fails to deliver the Goods within the time specified by this contract or any Order(s)written extension; (ii) Seller fails to perform any other provision of this contract or fails to make progress, so as to endanger performance of this contract, and, in whole either of these two circumstances, does not cure the failure within 10 days after receipt of notice from Buyer specifying the failure; or part(iii) in the event of Seller’s suspension of business, without liabilityinsolvency, by giving written notice appointment of breach a receiver for Seller’s property or default if the other (1) becomes insolvent, unable to pay debts when duebusiness, or the subject of bankruptcy proceedings not terminated within thirty (30) days of any filing; assignment, reorganization or makes a general assignment arrangement by Seller for the benefit of its creditors; or if a receiver is appointed for substantially all of its property; or (2) materially breaches or defaults on its obligations under this Agreement and, if the breach or default can be cured, fails to cure the breach or default within thirty (30) days after receipt of written notice to cure; or (3) commits breaches on obligations other than payment, repetitively, or at least three separate significant times within any four-month period. Customer may cancel any Order(s) in whole or in part, without liability, if Supplier fails to Deliver conforming Purchases under that Order on time.
22.2b. Seller shall continue work not canceled. If Services are being providedBuyer cancels all or part of this contract, Customer Seller shall have the right to take over and complete the Services at Supplier's expensebe liable for Buyer’s excess re-procurement costs.
22.3c. Buyer may require Seller to transfer title (to the extent Buyer does not already have title) and deliver to Buyer, as directed by ▇▇▇▇▇, any (i) completed Goods, and (ii) any partially completed Goods and materials, parts, tools; dies, jigs, fixtures, plans, drawings, information, contract rights and other materials (collectively, “Manufacturing Materials”) that Seller has specifically produced or acquired for the canceled portion of this contract. If Customer cancels Upon direction from Buyer, Seller shall also protect and preserve property in its possession in which Buyer or any customer of Buyer has an interest.
d. Buyer shall pay the contract price for Goods accepted. Payment for Manufacturing Materials accepted by Buyer and for the protection and preservation of property shall be at a price determined in accordance with the “Termination for Convenience” article of this Agreement and/or any Order(s) for Supplier's default or breachcontract, it except that Seller shall not be entitled to recover profit. Buyer may withhold from Supplier all lossesany amount due under this contract any sum Buyer determines to be necessary to protect Buyer or ▇▇▇▇▇’s customer against loss because of outstanding liens or claims of former lien holders of Seller or its subcontractors.
e. If, damages and expenses incurred as a result of Supplier's default or breach. Supplier shall refund to Customer amounts previously paid for Purchases which, due to such after cancellation, canit is determined that Seller was not reasonably in default, the rights and remedies of the parties shall be used by Customer, and shall bear all expenses as if the contract had been terminated according to the “Termination for their removal and return. Supplier shall, at Customer's option, promptly remove Purchases or bear the cost Convenience” article of removal. Supplier shall restore or bear the expenses of restoration of Customer's property to its original condition at the direction of Customer and refund to Customer all monies previously paid for such Purchasesthis contract.
22.4. If Supplier cancels this Agreement and/or any Order(s) for Customer's default or breachf. All intellectual property, it may recover from Customer reasonable expenses incurred as a direct result of Customer's default or breachincluding, which shall not exceed the amounts which Customer has not yet paid under the terms hereof. Customer shall not be liable for incidental, consequential or indirect damages, including but not limited to, drawings, software, and models, required to lost profits or unallocated overheadfinish the project shall be delivered to Buyer.
22.5. Any cancellation by Customer under this Article which is set aside or deemed wrongful will be deemed a termination under Article 21 "Termination of Agreement or Order(s)" of this Agreement.
Appears in 2 contracts
Sources: Purchase Order Agreement, Terms and Conditions
CANCELLATION FOR DEFAULT. 22.1. Either party may (a) Buyer may, by written notice to Supplier, cancel this Agreement and/or all or part of the Purchase Order
(i) if Supplier fails to deliver the goods within the time specified by the Purchase Order or any Order(s)written extension; and
(ii) if Supplier fails to perform any other provision of the Purchase Order or fails to make progress, so as to endanger performance of the Purchase Order, and, in whole either of these two circumstances, does not cure the failure within 10 days after receipt of notice from Buyer specifying the failure; or partin the event of Supplier’s suspension of business, without liabilityinsolvency, by giving written notice appointment of breach a receiver for Supplier’s property or default if the other (1) becomes insolvent, unable to pay debts when duebusiness, or the subject any assignment, reorganization of bankruptcy proceedings not terminated within thirty (30) days of any filing; or makes a general assignment arrangement by Supplier for the benefit of its creditors; or if a receiver is appointed for substantially all of its property; or (2) materially breaches or defaults on its obligations under this Agreement and, if the breach or default can be cured, fails to cure the breach or default within thirty (30) days after receipt of written notice to cure; or (3) commits breaches on obligations other than payment, repetitively, or at least three separate significant times within any four-month period. Customer may cancel any Order(s) in whole or in part, without liability, if Supplier fails to Deliver conforming Purchases under that Order on time.
22.2(b) Supplier shall continue to supply goods not cancelled.
(c) If Buyer cancels all or part of the Purchase Order, Buyer may require Supplier to transfer title and deliver to Buyer, as directed by Buyer, any (i) completed goods, (ii)any partially completed goods and materials, parts, tools, dies, fixtures, plans, drawings, information and contract rights (collectively, “Manufacturing Materials”) that Supplier has specifically produced or acquired for the cancelled portion of the Purchase Order. If Services are being providedUpon direction from Buyer, Customer Supplier shall have also protect and preserve goods in its possession in which Buyer or its customer has an interest.
(d) Buyer shall pay the right to take over price specified in the Purchase Order for goods accepted. Payment for Manufacturing Materials accepted by Buyer and complete for the Services protection and preservation of property shall be at Supplier's expense.
22.3’s direct costs. If Customer cancels this Agreement and/or Buyer may withhold from any Order(s) for Supplier's default or breach, it shall be entitled to recover from Supplier all losses, damages and expenses incurred as a result of Supplier's default or breach. Supplier shall refund to Customer amounts previously paid for Purchases which, amount due to such cancellation, cannot reasonably be used by Customer, and shall bear all expenses for their removal and return. Supplier shall, at Customer's option, promptly remove Purchases or bear the cost of removal. Supplier shall restore or bear the expenses of restoration of Customer's property to its original condition at the direction of Customer and refund to Customer all monies previously paid for such Purchases.
22.4. If Supplier cancels this Agreement and/or any Order(s) for Customer's default or breach, it may recover from Customer reasonable expenses incurred as a direct result of Customer's default or breach, which shall not exceed the amounts which Customer has not yet paid under the terms hereof. Customer shall not Purchase Order any sum Buyer determines to be liable for incidental, consequential necessary to protect Buyer or indirect damages, including but not limited to lost profits Buyer’s customer against loss because of outstanding liens or unallocated overheadclaims of former lien holders.
22.5. Any cancellation by Customer under this Article which is set aside or deemed wrongful will be deemed a termination under Article 21 "Termination of Agreement or Order(s)" of this Agreement.
Appears in 1 contract
Sources: Purchase Order
CANCELLATION FOR DEFAULT. 22.1. Either party may a. Buyer may, by written notice to Seller, cancel all or part of this Agreement and/or Contract: (i) if Seller fails to deliver the Goods within the time specified by this Contract or any Order(s)written extension; (ii) if Seller fails to perform any other provision of this Contract or fails to make progress, so as to endanger performance of this Contract, and, in whole or parteither of these two circumstances, without liability, by giving written notice of breach or default if the other (1) becomes insolvent, unable to pay debts when due, or the subject of bankruptcy proceedings does not terminated within thirty (30) days of any filing; or makes a general assignment for the benefit of creditors; or if a receiver is appointed for substantially all of its property; or (2) materially breaches or defaults on its obligations under this Agreement and, if the breach or default can be cured, fails to cure the breach or default failure within thirty ten (3010) days after receipt of written notice to curefrom Buyer specifying the failure; (iii) in the event of Seller's bankruptcy, suspension of business, insolvency, appointment of a receiver for Seller's property or business, or any assignment, reorganization or arrangement by Seller for the benefit of its creditors; or (3iv) commits breaches on obligations other than payment, repetitively, if Buyer in good faith determines that Seller’s ability to perform any Work or at least three separate significant times within any four-month period. Customer may cancel any Order(s) to provide Goods in whole or in part, without liability, if Supplier fails to Deliver conforming Purchases under that Order on timeaccordance with this Contract is impaired.
22.2b. Seller shall continue Work not canceled. If Services are being providedBuyer cancels all or part of this Contract, Customer Seller shall have the right to take over and complete the Services at Supplier's expensebe liable for Buyer’s excess re-procurement costs.
22.3c. Buyer may require Seller to transfer title and deliver to Buyer, as directed by ▇▇▇▇▇, any (i) completed Goods, and (ii) any partially completed Goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information and contract rights (collectively, "Manufacturing Materials") that Seller has specifically produced or acquired for the canceled portion of this Contract. If Customer cancels Upon direction from Buyer, Seller shall also protect and preserve property in its possession in which Buyer or its customer(s) has an interest.
d. Buyer shall pay the Contract Price for Goods accepted. Payment for Manufacturing Materials accepted by Buyer and for the protection and preservation of property shall be at a price determined in accordance with the "Termination for Convenience" Article of this Agreement and/or any Order(s) for Supplier's default or breachContract, it except that Seller shall not be entitled to recover lost or anticipated profits or unabsorbed indirect costs or overhead. Buyer may withhold from Supplier all losses, damages and expenses incurred as a result any amount due under this Contract any sum Buyer determines to be necessary to protect Buyer or ▇▇▇▇▇'s customer(s) against loss because of Supplier's default outstanding liens or breach. Supplier shall refund to Customer amounts previously paid for Purchases which, due to such cancellation, cannot reasonably be used by Customer, and shall bear all expenses for their removal and return. Supplier shall, at Customer's option, promptly remove Purchases or bear the cost claims of removal. Supplier shall restore or bear the expenses of restoration of Customer's property to its original condition at the direction of Customer and refund to Customer all monies previously paid for such Purchasesformer lien holders.
22.4. If Supplier cancels e. If, after cancellation under this Agreement and/or any Order(s) for Customer's default or breachArticle, it may recover from Customer reasonable expenses incurred is determined that Seller was not in default, the rights and remedies of the Parties shall be as a direct result of Customer's default or breach, which shall not exceed if the amounts which Customer has not yet paid under Contract had been terminated according to the terms hereof. Customer shall not be liable for incidental, consequential or indirect damages, including but not limited to lost profits or unallocated overhead.
22.5. Any cancellation by Customer under this Article which is set aside or deemed wrongful will be deemed a termination under Article 21 "Termination of Agreement or Order(s)for Convenience" Article of this AgreementContract.
Appears in 1 contract
Sources: Purchase Contract
CANCELLATION FOR DEFAULT. 22.1. Either party may a. Buyer may, by written notice to Seller, cancel all or part of this Agreement and/or contract if (i) Seller fails to deliver the Goods within the time specified by this contract or any Order(s)written extension; (ii) Seller fails to perform any other provision of this contract or fails to make progress, so as to endanger performance of this contract, and, in whole either of these two circumstances, does not cure the failure within 10 days after receipt of notice from Buyer specifying the failure; or part(iii) in the event of Seller's suspension of business, without liabilityinsolvency, by giving written notice appointment of breach a receiver for Seller's property or default if the other (1) becomes insolvent, unable to pay debts when duebusiness, or the subject of bankruptcy proceedings not terminated within thirty (30) days of any filing; assignment, reorganization or makes a general assignment arrangement by Seller for the benefit of its creditors; or if a receiver is appointed for substantially all of its property; or (2) materially breaches or defaults on its obligations under this Agreement and, if the breach or default can be cured, fails to cure the breach or default within thirty (30) days after receipt of written notice to cure; or (3) commits breaches on obligations other than payment, repetitively, or at least three separate significant times within any four-month period. Customer may cancel any Order(s) in whole or in part, without liability, if Supplier fails to Deliver conforming Purchases under that Order on time.
22.2b. Seller shall continue work not canceled. If Services are being providedBuyer cancels all or part of this contract, Customer Seller shall have the right to take over and complete the Services at Supplierbe liable for Buyer's expenseexcess re-procurement costs.
22.3c. Buyer may require Seller to transfer title and deliver to Buyer, as directed by ▇▇▇▇▇, any (i) completed Goods, and (ii) any partially completed Goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information and contract rights (collectively, "Manufacturing Materials") that Seller has specifically produced or acquired for the canceled portion of this contract. If Upon direction from Buyer, Seller shall also protect and preserve property in its possession in which Buyer or its Customer cancels has an interest.
d. Buyer shall pay the contract price for Goods accepted. Payment for Manufacturing Materials accepted by Buyer and for the protection and preservation of property shall be at a price determined in accordance with the "Termination for Convenience" article of this Agreement and/or any Order(s) for Supplier's default or breachcontract, it except that Seller shall not be entitled to recover profit. Buyer may withhold from Supplier all lossesany amount due under this contract any sum Buyer determines to be necessary to protect Buyer or ▇▇▇▇▇'s customer against loss because of outstanding liens or claims of former lien holders.
e. If, damages and expenses incurred as a result of Supplier's default or breach. Supplier shall refund to Customer amounts previously paid for Purchases which, due to such after cancellation, canit is determined that Seller was not reasonably in default, the rights and remedies of the parties shall be used by Customer, and shall bear all expenses for their removal and return. Supplier shall, at Customer's option, promptly remove Purchases or bear as if the cost of removal. Supplier shall restore or bear contract had been terminated according to the expenses of restoration of Customer's property to its original condition at the direction of Customer and refund to Customer all monies previously paid for such Purchases.
22.4. If Supplier cancels this Agreement and/or any Order(s) for Customer's default or breach, it may recover from Customer reasonable expenses incurred as a direct result of Customer's default or breach, which shall not exceed the amounts which Customer has not yet paid under the terms hereof. Customer shall not be liable for incidental, consequential or indirect damages, including but not limited to lost profits or unallocated overhead.
22.5. Any cancellation by Customer under this Article which is set aside or deemed wrongful will be deemed a termination under Article 21 "Termination of Agreement or Order(s)for Convenience" article of this Agreementcontract.
Appears in 1 contract
Sources: Fixed Price Contract
CANCELLATION FOR DEFAULT. 22.1. Either party may i. Buyer may, by written notice to Seller, cancel all or part of this Agreement and/or Contract: (i) if Seller fails to deliver the Goods within the time specified by this Contract or any Order(s)written extension; (ii) if Seller fails to perform any other provision of this Contract or fails to make progress, so as to endanger performance of this Contract, and, in whole or parteither of these two circumstances, without liability, by giving written notice of breach or default if the other within ten (1) becomes insolvent, unable to pay debts when due, or the subject of bankruptcy proceedings not terminated within thirty (30) days of any filing; or makes a general assignment for the benefit of creditors; or if a receiver is appointed for substantially all of its property; or (2) materially breaches or defaults on its obligations under this Agreement and, if the breach or default can be cured, fails to cure the breach or default within thirty (3010) days after receipt of notice from Buyer specifying the failure, does not cure the failure or provide Buyer with a written notice detailed plan adequate to curecure the failure if such failure reasonably cannot be cured within such ten (10) days and such plan is acceptable to Buyer’s Authorized Procurement Representative; or (3iii) commits breaches on obligations other than paymentin the event of Seller’s bankruptcy, repetitivelysuspension of business, insolvency, appointment of a receiver for Seller’s property or business, or at least three separate significant times within any four-month period. Customer may cancel any Order(s) in whole assignment, reorganization or in part, without liability, if Supplier fails to Deliver conforming Purchases under that Order on timearrangement by Seller for the benefit of its creditors.
22.2ii. If Services are being provided, Customer Seller shall have the right to take over and complete the Services at Supplier's expensecontinue all work not canceled.
22.3iii. If Customer cancels Buyer may require Seller to transfer title and deliver to Buyer, as directed by ▇▇▇▇▇, any (i) completed Goods, and (ii) any partially completed Goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information and contract rights (collectively, “Manufacturing Materials”) that Seller has specifically produced or acquired for the canceled portion of this Agreement and/or Contract. Upon direction from Buyer, Seller shall also protect and preserve property in its possession in which Buyer or its customer has an interest.
iv. Buyer shall pay the price for completed Goods accepted. In addition, any Order(s) payment for Supplier's default or breachManufacturing Materials accepted by Buyer and for the protection and preservation of property shall be at a price determined in accordance with the “Termination for Convenience”provision of this Contract, it except that Seller shall not be entitled to recover profit. Buyer may withhold from Supplier all lossesany amount due under this Contract any sum Buyer determines to be necessary to protect Buyer or ▇▇▇▇▇’s customer against loss because of outstanding liens or claims of former lien holders.
v. If, damages and expenses incurred as a result of Supplier's default or breach. Supplier shall refund to Customer amounts previously paid for Purchases which, due to such after cancellation, canit is determined that Seller was not reasonably in default, the rights and remedies of the Parties shall be used by Customer, and shall bear all expenses as if this Contract had been terminated according to the “Termination for their removal and return. Supplier shall, at Customer's option, promptly remove Purchases or bear the cost of removal. Supplier shall restore or bear the expenses of restoration of Customer's property to its original condition at the direction of Customer and refund to Customer all monies previously paid for such Purchases.
22.4. If Supplier cancels this Agreement and/or any Order(s) for Customer's default or breach, it may recover from Customer reasonable expenses incurred as a direct result of Customer's default or breach, which shall not exceed the amounts which Customer has not yet paid under the terms hereof. Customer shall not be liable for incidental, consequential or indirect damages, including but not limited to lost profits or unallocated overhead.
22.5. Any cancellation by Customer under this Article which is set aside or deemed wrongful will be deemed a termination under Article 21 "Termination of Agreement or Order(s)" Convenience”provision of this AgreementContract.
Appears in 1 contract
CANCELLATION FOR DEFAULT. 22.1. Either party may a. Buyer may, by written notice to Seller, cancel all or part of this Agreement and/or Contract: (i) if Seller fails to deliver the Services within the time specified by this Contract or any Order(s)written extension; (ii) if Seller fails to perform any other provision of this Contract or fails to make progress, so as to endanger performance of this Contract, and, in whole or parteither of these two circumstances, without liability, by giving written notice of breach or default if the other within ten (1) becomes insolvent, unable to pay debts when due, or the subject of bankruptcy proceedings not terminated within thirty (30) days of any filing; or makes a general assignment for the benefit of creditors; or if a receiver is appointed for substantially all of its property; or (2) materially breaches or defaults on its obligations under this Agreement and, if the breach or default can be cured, fails to cure the breach or default within thirty (3010) days after receipt of notice from Buyer specifying the failure, does not cure the failure or provide Buyer with a written notice detailed plan adequate to curecure the failure if such failure reasonably cannot be cured within such ten (10) days and such plan is acceptable to Buyer’s Authorized Procurement Representative; or (3iii) commits breaches on obligations other than paymentin the event of Seller's bankruptcy, repetitivelysuspension of business, insolvency, appointment of a receiver for Seller's property or business, or at least three separate significant times within any four-month period. Customer may cancel any Order(s) in whole assignment, reorganization or in part, without liability, if Supplier fails to Deliver conforming Purchases under that Order on timearrangement by Seller for the benefit of its creditors.
22.2b. Seller shall continue Services not canceled. If Services are being providedBuyer cancels all or part of this Contract, Customer Seller shall have the right to take over and complete the Services at Supplier's expensebe liable for Buyer’s excess re-procurement costs.
22.3c. Buyer may require Seller to transfer title and deliver to Buyer, as directed by ▇▇▇▇▇, any (i) completed goods, and (ii) any partially completed goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information and
d. Buyer shall pay the Contract price for goods accepted. If Customer cancels In addition, any payment for Manufacturing Materials accepted by Buyer and for the protection and preservation of property shall be at a price determined in accordance with the "Termination for Convenience" article of this Agreement and/or any Order(s) for Supplier's default or breachContract, it except that Seller shall not be entitled to recover profit. Buyer may withhold from Supplier all lossesany amount due under this Contract any sum Buyer determines to be necessary to protect Buyer or ▇▇▇▇▇'s customer against loss because of outstanding liens or claims of former lien holders.
e. If, damages and expenses incurred as a result of Supplier's default or breach. Supplier shall refund to Customer amounts previously paid for Purchases which, due to such after cancellation, canit is determined that Seller was not reasonably in default, the rights and remedies of the Parties shall be used by Customer, and shall bear all expenses for their removal and return. Supplier shall, at Customer's option, promptly remove Purchases or bear as if the cost of removal. Supplier shall restore or bear Contract had been terminated according to the expenses of restoration of Customer's property to its original condition at the direction of Customer and refund to Customer all monies previously paid for such Purchases.
22.4. If Supplier cancels this Agreement and/or any Order(s) for Customer's default or breach, it may recover from Customer reasonable expenses incurred as a direct result of Customer's default or breach, which shall not exceed the amounts which Customer has not yet paid under the terms hereof. Customer shall not be liable for incidental, consequential or indirect damages, including but not limited to lost profits or unallocated overhead.
22.5. Any cancellation by Customer under this Article which is set aside or deemed wrongful will be deemed a termination under Article 21 "Termination of Agreement or Order(s)for Convenience" article of this AgreementContract.
Appears in 1 contract
Sources: Fixed Price Services Contract
CANCELLATION FOR DEFAULT. 22.1. Either party may (a) Company may, by written notice, cancel this Agreement and/or any Order(s)Purchase Order, in whole or part, without liability, by giving written notice of breach or default if the other (1) becomes insolvent, unable to pay debts when due, or the subject of bankruptcy proceedings not terminated within thirty (30) days of any filing; or makes a general assignment for the benefit of creditors; or if a receiver is appointed for substantially all of its property; or (2) materially breaches or defaults on its obligations under this Agreement and, if the breach or default can be cured, fails to cure the breach or default within thirty (30) days after receipt of written notice to cure; or (3) commits breaches on obligations other than payment, repetitively, or at least three separate significant times within any four-month period. Customer may cancel any Order(s) in whole or in part, without liabilityif, if Supplier in Company’s good-faith opinion, Seller fails to Deliver conforming Purchases (i) deliver the Products by the scheduled delivery date, as set forth in the applicable Purchase Order or in any extension thereof by written change order or amendment; (ii) repair or replace rejected Products in accordance with the provisions of Section 7 or Section 8; (iii) otherwise perform any of its other obligations set forth in this Agreement, or (iv) make sufficient progress under this Purchase Order, such that Order on time.
22.2. If Services are being provided, Customer shall have the right such failure endangers Supplier’s ability to take over and complete the Services at Supplier's expense.
22.3. If Customer cancels this Agreement and/or any Order(s) for Supplier's default or breach, it shall be entitled to recover from Supplier all losses, damages and expenses incurred as a result of Supplier's default or breach. Supplier shall refund to Customer amounts previously paid for Purchases which, due to such cancellation, cannot reasonably be used by Customer, and shall bear all expenses for their removal and return. Supplier shall, at Customer's option, promptly remove Purchases or bear the cost of removal. Supplier shall restore or bear the expenses of restoration of Customer's property to its original condition at the direction of Customer and refund to Customer all monies previously paid for such Purchases.
22.4. If Supplier cancels this Agreement and/or any Order(s) for Customer's default or breach, it may recover from Customer reasonable expenses incurred as a direct result of Customer's default or breach, which shall not exceed the amounts which Customer has not yet paid under perform in accordance with the terms hereof. Customer shall not be liable for incidental, consequential or indirect damages, including but not limited to lost profits or unallocated overhead.
22.5. Any cancellation by Customer under this Article which is set aside or deemed wrongful will be deemed a termination under Article 21 "Termination of Agreement or Order(s)" of this Agreement.
(b) If this Purchase Order is cancelled by Company, Company may procure, upon such terms and in such manner as Company may deem appropriate, Products similar or substantially similar to those canceled, and Seller shall reimburse Company for any additional costs and expenses incurred by Company in purchasing such Products from an alternate supplier.
(c) If all or a portion of this Purchase Order is canceled for Seller’s default, Company may require Seller to transfer title and to deliver to Company, in the manner and to the extent directed by Company, (i) all completed items not yet delivered and (ii) any partially completed items and materials that Seller has produced or acquired for the performance of the terminated portion. Seller will, upon direction of Company, protect and preserve the property listed in this paragraph that is in the possession of Seller. Payment for completed items delivered to and accepted by Company under this paragraph will be in an amount (not to exceed the contract price) agreed upon by Seller and Company; however, Seller’s obligation to carry out Company’s direction as to delivery, protection and preservation of the property will not be contingent upon prior agreement as to such amount.
(d) Nothing in this Section 11 is intended to excuse Seller from proceeding with any uncancelled portion of this Purchase Order.
Appears in 1 contract
Sources: Purchase Order Agreement
CANCELLATION FOR DEFAULT. 22.1. Either party may a. Buyer may, by written notice to Seller, cancel all or part of this Agreement and/or Contract: (i) if Seller fails to deliver the Services within the time specified by this Contract or any Order(s)written extension; (ii) if Seller fails to perform any other provision of this Contract or fails to make progress, so as to endanger performance of this Contract, and, in whole or parteither of these two circumstances, without liability, by giving written notice of breach or default if the other (1) becomes insolvent, unable to pay debts when due, or the subject of bankruptcy proceedings does not terminated within thirty (30) days of any filing; or makes a general assignment for the benefit of creditors; or if a receiver is appointed for substantially all of its property; or (2) materially breaches or defaults on its obligations under this Agreement and, if the breach or default can be cured, fails to cure the breach or default failure within thirty ten (3010) days after receipt of written notice to curefrom Buyer specifying the failure; or (3iii) commits breaches on obligations other than paymentin the event of Seller's bankruptcy, repetitivelysuspension of business, insolvency, appointment of a receiver for Seller's property or business, or at least three separate significant times within any four-month period. Customer may cancel any Order(s) in whole assignment, reorganization or in part, without liability, if Supplier fails to Deliver conforming Purchases under that Order on timearrangement by Seller for the benefit of its creditors.
22.2b. Seller shall continue all Services not canceled. If Services are being providedBuyer cancels all or part of this Contract, Customer Seller shall have the right to take over and complete the Services at Supplier's expensebe liable for Buyer’s excess re- procurement costs.
22.3c. Buyer may require Seller to transfer title and deliver to Buyer, as directed by ▇▇▇▇▇, any (i) completed goods, and (ii) any partially completed goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information and contract rights (collectively, "Manufacturing Materials") that Seller has specifically produced or acquired for the canceled portion of this Contract. If Upon direction from Buyer, Seller shall also protect and preserve property in its possession in which Buyer or its Customer cancels has an interest.
d. Buyer shall pay the Contract price for completed goods accepted. In addition, any payment for Manufacturing Materials accepted by Buyer and for the protection and preservation of property shall be at a price determined in accordance with the "Termination for Convenience" Article of this Agreement and/or any Order(s) for Supplier's default or breachContract, it except that Seller shall not be entitled to recover profit. Buyer may withhold from Supplier all lossesany amount due under this Contract any sum Buyer determines to be necessary to protect Buyer or ▇▇▇▇▇'s customer against loss because of outstanding liens or claims of former lien holders.
e. If, damages and expenses incurred as a result of Supplier's default or breach. Supplier shall refund to Customer amounts previously paid for Purchases which, due to such after cancellation, canit is determined that Seller was not reasonably in default, the rights and remedies of the Parties shall be used by Customer, and shall bear all expenses for their removal and return. Supplier shall, at Customer's option, promptly remove Purchases or bear as if the cost of removal. Supplier shall restore or bear Contract had been terminated according to the expenses of restoration of Customer's property to its original condition at the direction of Customer and refund to Customer all monies previously paid for such Purchases.
22.4. If Supplier cancels this Agreement and/or any Order(s) for Customer's default or breach, it may recover from Customer reasonable expenses incurred as a direct result of Customer's default or breach, which shall not exceed the amounts which Customer has not yet paid under the terms hereof. Customer shall not be liable for incidental, consequential or indirect damages, including but not limited to lost profits or unallocated overhead.
22.5. Any cancellation by Customer under this Article which is set aside or deemed wrongful will be deemed a termination under Article 21 "Termination of Agreement or Order(s)for Convenience" article of this AgreementContract.
Appears in 1 contract
CANCELLATION FOR DEFAULT. 22.1. Either party may a. Buyer may, by written notice to Seller, cancel all or part of this Agreement and/or contract if (i) Seller fails to deliver the Goods within the time specified by this contract or any Order(s)written extension; (ii) Seller fails to perform any other provision of this contract or fails to make progress, so as to endanger performance of this contract, and, in whole or parteither of these two circumstances, without liability, by giving written notice of breach or default if the other within ten (1) becomes insolvent, unable to pay debts when due, or the subject of bankruptcy proceedings not terminated within thirty (30) days of any filing; or makes a general assignment for the benefit of creditors; or if a receiver is appointed for substantially all of its property; or (2) materially breaches or defaults on its obligations under this Agreement and, if the breach or default can be cured, fails to cure the breach or default within thirty (3010) days after receipt of notice from Buyer specifying the failure, does not cure the failure or provide Buyer with a written notice detailed plan adequate to curecure the failure if such failure reasonably cannot be cured within such ten (10) days and such plan is acceptable to Buyer’s Authorized Procurement Representative; (iii) in the event of Seller's suspension of business, insolvency, appointment of a receiver for Seller's property or (3) commits breaches on obligations other than payment, repetitivelybusiness, or at least three separate significant times within any four-month period. Customer may cancel any Order(s) in whole assignment, reorganization or in part, without liability, if Supplier fails to Deliver conforming Purchases under that Order on timearrangement by Seller for the benefit of its creditors.
22.2b. Seller shall continue work not canceled. If Services are being providedBuyer cancels all or part of this contract, Customer Seller shall have the right to take over and complete the Services at Supplier's expensebe liable for Buyer’s excess re-procurement costs.
22.3c. Buyer may require Seller to transfer title and deliver to Buyer, as directed by ▇▇▇▇▇, any (i) completed Goods, and (ii) any partially completed Goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information and contract rights (collectively, "Manufacturing Materials") that Seller has specifically produced or acquired for the canceled portion of this contract. If Upon direction from Buyer, Seller shall also protect and preserve property in its possession in which Buyer or its Customer cancels has an interest.
d. Buyer shall pay the contract price for Goods accepted. In addition, payment for Manufacturing Materials accepted by Buyer and for the protection and preservation of property shall be at a price determined in accordance with the "Termination for Convenience" article of this Agreement and/or any Order(s) for Supplier's default or breachcontract, it except that Seller shall not be entitled to recover profit. Buyer may withhold from Supplier all lossesany amount due under this contract any sum Buyer determines to be necessary to protect Buyer or ▇▇▇▇▇'s customer against loss because of outstanding liens or claims of former lien holders.
e. If, damages and expenses incurred as a result of Supplier's default or breach. Supplier shall refund to Customer amounts previously paid for Purchases which, due to such after cancellation, canit is determined that Seller was not reasonably in default, the rights and remedies of the parties shall be used by Customer, and shall bear all expenses for their removal and return. Supplier shall, at Customer's option, promptly remove Purchases or bear as if the cost of removal. Supplier shall restore or bear contract had been terminated according to the expenses of restoration of Customer's property to its original condition at the direction of Customer and refund to Customer all monies previously paid for such Purchases.
22.4. If Supplier cancels this Agreement and/or any Order(s) for Customer's default or breach, it may recover from Customer reasonable expenses incurred as a direct result of Customer's default or breach, which shall not exceed the amounts which Customer has not yet paid under the terms hereof. Customer shall not be liable for incidental, consequential or indirect damages, including but not limited to lost profits or unallocated overhead.
22.5. Any cancellation by Customer under this Article which is set aside or deemed wrongful will be deemed a termination under Article 21 "Termination of Agreement or Order(s)for Convenience" article of this Agreementcontract.
Appears in 1 contract
Sources: Fixed Price Goods Contract
CANCELLATION FOR DEFAULT. 22.1. Either party may cancel Seller shall be in default hereunder if: (a) Seller refuses, neglects or fails in any respect to prosecute the Agreement hereunder or any portion thereof with promptness, diligence or in accordance with any of the provisions set forth herein; (b) Seller refuses, neglects, or fails to perform any other obligations under this Agreement and/or any Order(s), in whole or part, without liability, by giving written notice provide adequate assurance of breach or default if the other performance; (1c) becomes insolvent, unable to pay debts when due, or the subject of bankruptcy proceedings not terminated within thirty (30) days of any filing; or Seller makes a general an assignment for the benefit of creditors; creditors or if a receiver is appointed for substantially all of its propertybankruptcy or insolvency proceedings are instituted by or against Seller; or (2d) materially breaches at any time in Company's sole judgment, Seller's financial or defaults other condition or progress on its obligations under this the Agreement and, if the breach or default can shall be cured, such as to endanger timely performance. If Seller fails to cure the breach or remedy such default within thirty five (305) days after receipt by it of such written notice notice, in addition to cure; or (3) commits breaches on obligations all other than paymentremedies hereunder, repetitively, or at least three separate significant times within any four-month period. Customer may cancel any Order(s) in whole under applicable law or in partequity, Company may exercise any one or more of the following remedies: (a) cancel all or any portion of the Agreement without liability, if Supplier fails except the obligation to Deliver pay the purchase price for conforming Purchases under that Order on time.
22.2. If Services are being providedMaterials received by Company prior to cancellation, Customer shall have accepted in accordance with the right Agreement and not previously paid for, (b) require Seller to take over repair or replace any or all Materials, at Company's option and complete at Seller's sole expense at the Services at Supplier's expense.
22.3. If Customer cancels this Agreement and/or any Order(slocation designated by Company, (c) for Supplier's default or breachrequire Seller to pay all transportation and other charges arising from delivery, it shall be entitled storage and return of Materials, (d) purchase replacement Materials from a third party and charge the same to Seller, (e) recover from Supplier Seller any and all losses, increased costs and other damages and expenses incurred as a result of Supplier's default or breach. Supplier shall refund to Customer amounts previously paid for Purchases which, due relating to such default and (f) recover attorneys' fees and costs of suit, plus interest. No delay by Company in the enforcement of any provision of the Agreement shall constitute a waiver thereof, and no waiver thereof shall constitute a waiver of any other provision. Upon cancellation, cannot reasonably be used by Customer, and Seller shall bear deliver all expenses for their removal and return. Supplier shall, at Customer's option, promptly remove Purchases or bear the cost of removal. Supplier shall restore or bear the expenses of restoration of Customer's property to its original condition at the direction of Customer and refund to Customer all monies previously paid for such Purchases.
22.4. If Supplier cancels this Agreement and/or any Order(s) for Customer's default or breach, it may recover from Customer reasonable expenses incurred as a direct result of Customer's default or breach, which shall not exceed the amounts which Customer has not yet paid Materials in progress under the terms hereof. Customer shall not be liable for incidental, consequential or indirect damages, including but not limited to lost profits or unallocated overheadAgreement and provide Company with all intellectual rights in any Materials.
22.5. Any cancellation by Customer under this Article which is set aside or deemed wrongful will be deemed a termination under Article 21 "Termination of Agreement or Order(s)" of this Agreement.
Appears in 1 contract
CANCELLATION FOR DEFAULT. 22.1. Either party may a. Buyer may, by written notice to Seller, cancel all or part of this Agreement and/or Contract: (i) if Seller fails to deliver the Goods within the time specified by this Contract or any Order(s)written extension; (ii) if Seller fails to perform any other provision of this Contract or fails to make progress, so as to endanger performance of this Contract, and, in whole either of these two circumstances, does not cure the failure within 10 days after receipt of notice from Buyer specifying the failure; or part(iii) in the event of Seller's bankruptcy, without liabilitysuspension of business, by giving written notice insolvency, appointment of breach a receiver for Seller's property or default if the other (1) becomes insolvent, unable to pay debts when duebusiness, or the subject of bankruptcy proceedings not terminated within thirty (30) days of any filing; assignment, reorganization or makes a general assignment arrangement by Seller for the benefit of its creditors; or if a receiver is appointed for substantially all of its property; or (2) materially breaches or defaults on its obligations under this Agreement and, if the breach or default can be cured, fails to cure the breach or default within thirty (30) days after receipt of written notice to cure; or (3) commits breaches on obligations other than payment, repetitively, or at least three separate significant times within any four-month period. Customer may cancel any Order(s) in whole or in part, without liability, if Supplier fails to Deliver conforming Purchases under that Order on time.
22.2b. Seller shall continue work not canceled. If Services are being providedBuyer cancels all or part of this Contract, Customer Seller shall have the right to take over and complete the Services at Supplier's expensebe liable for Buyer’s excess re- procurement costs.
22.3c. Buyer may require Seller to transfer title and deliver to Buyer, as directed by ▇▇▇▇▇, any (i) completed Goods, and (ii) any partially completed Goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information and contract rights (collectively, "Manufacturing Materials") that Seller has specifically produced or acquired for the canceled portion of this Contract. If Upon direction from Buyer, Seller shall also protect and preserve property in its possession in which Buyer or its Customer cancels has an interest.
d. Buyer shall pay the Contract price for Goods accepted. Payment for Manufacturing Materials accepted by Buyer and for the protection and preservation of property shall be at a price determined in accordance with the "Termination for Convenience" article of this Agreement and/or any Order(s) for Supplier's default or breachContract, it except that Seller shall not be entitled to recover profit. Buyer may withhold from Supplier all lossesany amount due under this Contract any sum Buyer determines to be necessary to protect Buyer or ▇▇▇▇▇'s customer against loss because of outstanding liens or claims of former lien holders.
e. If, damages and expenses incurred as a result of Supplier's default or breach. Supplier shall refund to Customer amounts previously paid for Purchases which, due to such after cancellation, canit is determined that Seller was not reasonably in default, the rights and remedies of the Parties shall be used by Customer, and shall bear all expenses for their removal and return. Supplier shall, at Customer's option, promptly remove Purchases or bear as if the cost of removal. Supplier shall restore or bear Contract had been terminated according to the expenses of restoration of Customer's property to its original condition at the direction of Customer and refund to Customer all monies previously paid for such Purchases.
22.4. If Supplier cancels this Agreement and/or any Order(s) for Customer's default or breach, it may recover from Customer reasonable expenses incurred as a direct result of Customer's default or breach, which shall not exceed the amounts which Customer has not yet paid under the terms hereof. Customer shall not be liable for incidental, consequential or indirect damages, including but not limited to lost profits or unallocated overhead.
22.5. Any cancellation by Customer under this Article which is set aside or deemed wrongful will be deemed a termination under Article 21 "Termination of Agreement or Order(s)for Convenience" article of this AgreementContract.
Appears in 1 contract
CANCELLATION FOR DEFAULT. 22.1. Either party may (A) Buyer may, by written notice of default to Seller, cancel this Agreement and/or any Order(s), contract in whole or partin part (i) if Seller fails to deliver goods or to perform services within the time specified by this contract or any written extension; (ii) if Seller fails to perform any other provision of this contract or fails to make progress, without liabilityso as to endanger performance of this contract, and, in either of these two circumstances, does not cure the failure within ten days after receipt of notice from Buyer specifying the failure; or (iii) in the event of Seller’s suspension of business, insolvency, institution of bankruptcy, liquidation proceedings by giving written notice or against Seller, appointment of breach a receiver for Seller’s property or default if the other (1) becomes insolvent, unable to pay debts when duebusiness, or the subject of bankruptcy proceedings not terminated within thirty (30) days of any filing; assignment, reorganization, or makes a general assignment arrangement by Seller for the benefit of its creditors; or if a receiver is appointed for substantially all of its property; or .
(2B) materially breaches or defaults on its obligations under Seller will continue work not canceled.
(C) If Buyer cancels this Agreement and, if the breach or default can be cured, fails to cure the breach or default within thirty (30) days after receipt of written notice to cure; or (3) commits breaches on obligations other than payment, repetitively, or at least three separate significant times within any four-month period. Customer may cancel any Order(s) contract in whole or in part, without liabilityin addition to remedies provided by law, if Supplier fails Buyer may require Seller to Deliver conforming Purchases under transfer title and deliver to Buyer, as directed by ▇▇▇▇▇, (i) any completed goods, and (ii) any partially completed goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (collectively, "manufacturing materials") that Order on timeSeller has specifically produced or acquired for the canceled portion of this contract. Upon direction from Buyer, Seller will also protect and preserve property in its possession in which Buyer or the Government has an interest.
22.2(D) Buyer will pay the contract price for goods or services accepted. If Services are being providedPayment for manufacturing materials accepted by Buyer and for the protection and preservation of property will be at a price determined in accordance with Article 10 hereof, Customer shall have the right to take over and complete the Services at Supplier's expense.
22.3. If Customer cancels this Agreement and/or any Order(s) for Supplier's default or breach, it shall except that Seller will not be entitled to recover profit. Buyer may withhold from Supplier all lossesany amount due under this contract any sum Buyer determines to be necessary to protect Buyer or the Government against loss because of outstanding liens or claims of former lien holders.
(E) If, damages and expenses incurred as a result of Supplier's default or breach. Supplier shall refund to Customer amounts previously paid for Purchases which, due to such after cancellation, canit is determined that Seller was not reasonably be used by Customerin default, the rights and shall bear all expenses for their removal and return. Supplier shall, at Customer's option, promptly remove Purchases or bear remedies of the cost of removal. Supplier shall restore or bear the expenses of restoration of Customer's property to its original condition at the direction of Customer and refund to Customer all monies previously paid for such Purchases.
22.4. If Supplier cancels this Agreement and/or any Order(s) for Customer's default or breach, it may recover from Customer reasonable expenses incurred as a direct result of Customer's default or breach, which shall not exceed the amounts which Customer has not yet paid under the terms hereof. Customer shall not be liable for incidental, consequential or indirect damages, including but not limited to lost profits or unallocated overhead.
22.5. Any cancellation by Customer under this Article which is set aside or deemed wrongful parties will be deemed a termination under as if the contract had been terminated in accordance with Article 21 "Termination of Agreement or Order(s)" of this Agreement10 hereof.
Appears in 1 contract
CANCELLATION FOR DEFAULT. 22.1. Either party may cancel this Agreement and/or any Order(s), in whole or part, without liabilitya. Buyer may, by giving written notice to Seller, cancel all or part of breach this Contract (i) if Seller fails to deliver the Integrated System within the time specified by this Contract or default any written extension, (ii) if Seller fails to provide Buyer with an adequate Assurance of Performance pursuant to such Section set forth in the other (1) becomes insolvent, unable to pay debts when dueContract, or (iii) in the subject event of bankruptcy proceedings not terminated within thirty (30) days Seller's bankruptcy, suspension of business, insolvency, appointment of a receiver for Seller's property or business, or any filing; assignment, reorganization or makes a general assignment arrangement by Seller for the benefit of its creditors; .
b. Buyer may, by written notice to Seller, cancel all or part of this Contract if a receiver is appointed for substantially all of its property; or (2) materially breaches or defaults on its obligations under this Agreement and, if the breach or default can be cured, Seller fails to cure the breach or default perform any other provision of this Contract, and within thirty ten (3010) days after receipt of notice from Buyer specifying the failure, does not cure the failure or provide Buyer with a written notice detailed plan adequate to cure; or cure the failure if such failure reasonably cannot be cured within such ten (310) commits breaches on obligations other than payment, repetitively, or at least three separate significant times within any four-month period. Customer may cancel any Order(s) in whole or in part, without liability, if Supplier fails days and such plan is acceptable to Deliver conforming Purchases under that Order on timeBuyer’s Authorized Procurement Representative.
22.2. If Services are being provided, Customer c. Seller shall have the right to take over and complete the Services at Supplier's expensecontinue all work not cancelled.
22.3d. Buyer may require Seller to transfer title and deliver to Buyer, as directed by ▇▇▇▇▇, any (i) completed Products, and (ii) any partially completed Products and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information and contract rights (collectively, "Manufacturing Materials") that Seller has specifically produced or acquired for the canceled portion of this Contract. If Customer cancels Upon direction from Buyer, Seller shall also protect and preserve property in its possession in which Buyer or its customer has an interest.
e. Buyer shall pay the Contract price for completed Products accepted. In addition, any payment for Manufacturing Materials accepted by Buyer and for the protection and preservation of property shall be at a price determined in accordance with the "Termination for Convenience" Section of this Agreement and/or any Order(s) for Supplier's default or breachContract, it except that Seller shall not be entitled to recover profit. Buyer may withhold from Supplier all lossesany amount due under this Contract any sum Buyer determines to be necessary to protect Buyer or ▇▇▇▇▇'s customer against loss because of outstanding liens or claims of former lien holders.
f. If, damages and expenses incurred as a result of Supplier's default or breach. Supplier shall refund to Customer amounts previously paid for Purchases which, due to such after cancellation, canit is determined that Seller was not reasonably in default, the rights and remedies of the Parties shall be used by Customer, and shall bear all expenses for their removal and return. Supplier shall, at Customer's option, promptly remove Purchases or bear as if the cost of removal. Supplier shall restore or bear Contract had been terminated according to the expenses of restoration of Customer's property to its original condition at the direction of Customer and refund to Customer all monies previously paid for such Purchases.
22.4. If Supplier cancels this Agreement and/or any Order(s) for Customer's default or breach, it may recover from Customer reasonable expenses incurred as a direct result of Customer's default or breach, which shall not exceed the amounts which Customer has not yet paid under the terms hereof. Customer shall not be liable for incidental, consequential or indirect damages, including but not limited to lost profits or unallocated overhead.
22.5. Any cancellation by Customer under this Article which is set aside or deemed wrongful will be deemed a termination under Article 21 "Termination of Agreement or Order(s)for Convenience" Section of this AgreementContract.
Appears in 1 contract
CANCELLATION FOR DEFAULT. 22.1. Either party may (A) Buyer may, by written notice of default to Seller, cancel this Agreement and/or any Order(s), contract in whole or partin part (i) if Seller fails to deliver goods or to perform services within the time specified by this contract or any written extension; (ii) if Seller fails to perform any other provision of this contract or fails to make progress, without liabilityso as to endanger performance of this contract, and, in either of these two circumstances, does not cure the failure within ten days after receipt of notice from Buyer specifying the failure; or (iii) in the event of Seller's suspension of business, insolvency, institution of bankruptcy, liquidation proceedings by giving written notice or against Seller, appointment of breach a receiver for Seller's property or default if the other (1) becomes insolvent, unable to pay debts when duebusiness, or the subject of bankruptcy proceedings not terminated within thirty (30) days of any filing; assignment, reorganization, or makes a general assignment arrangement by Seller for the benefit of its creditors; or if a receiver is appointed for substantially all of its property; or .
(2B) materially breaches or defaults on its obligations under Seller will continue work not canceled.
(C) If Buyer cancels this Agreement and, if the breach or default can be cured, fails to cure the breach or default within thirty (30) days after receipt of written notice to cure; or (3) commits breaches on obligations other than payment, repetitively, or at least three separate significant times within any four-month period. Customer may cancel any Order(s) contract in whole or in part, without liabilityin addition to remedies provided by law, if Supplier fails Buyer may require Seller to Deliver conforming Purchases under transfer title and deliver to Buyer, as directed by ▇▇▇▇▇, (i) any completed goods, and (ii) any partially completed goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (collectively, "manufacturing materials") that Order on timeSeller has specifically produced or acquired for the canceled portion of this contract. Upon direction from Buyer, Seller will also protect and preserve property in its possession in which Buyer or the Government has an interest.
22.2(D) Buyer will pay the contract price for goods or services accepted. If Services are being providedPayment for manufacturing materials accepted by Buyer and for the protection and preservation of property will be at a price determined in accordance with Article 10 hereof, Customer shall have the right to take over and complete the Services at Supplier's expense.
22.3. If Customer cancels this Agreement and/or any Order(s) for Supplier's default or breach, it shall except that Seller will not be entitled to recover profit. Buyer may withhold from Supplier all lossesany amount due under this contract any sum Buyer determines to be necessary to protect Buyer or the Government against loss because of outstanding liens or claims of former lien holders.
(E) If, damages and expenses incurred as a result of Supplier's default or breach. Supplier shall refund to Customer amounts previously paid for Purchases which, due to such after cancellation, canit is determined that Seller was not reasonably be used by Customerin default, the rights and shall bear all expenses for their removal and return. Supplier shall, at Customer's option, promptly remove Purchases or bear remedies of the cost of removal. Supplier shall restore or bear the expenses of restoration of Customer's property to its original condition at the direction of Customer and refund to Customer all monies previously paid for such Purchases.
22.4. If Supplier cancels this Agreement and/or any Order(s) for Customer's default or breach, it may recover from Customer reasonable expenses incurred as a direct result of Customer's default or breach, which shall not exceed the amounts which Customer has not yet paid under the terms hereof. Customer shall not be liable for incidental, consequential or indirect damages, including but not limited to lost profits or unallocated overhead.
22.5. Any cancellation by Customer under this Article which is set aside or deemed wrongful parties will be deemed a termination under as if the contract had been terminated in accordance with Article 21 "Termination of Agreement or Order(s)" of this Agreement10 hereof.
Appears in 1 contract
Sources: Fixed Price Contract
CANCELLATION FOR DEFAULT. 22.1. Either party may a. Buyer may, by written notice to Seller, cancel all or part of this Agreement and/or contract if (i) Seller fails to deliver the Goods within the time specified by this contract or any Order(s)written extension; (ii) Seller fails to perform any other provision of this contract or fails to make progress, so as to endanger performance of this contract, and, in whole or parteither of these two circumstances, without liability, by giving written notice of breach or default if the other within ten (1) becomes insolvent, unable to pay debts when due, or the subject of bankruptcy proceedings not terminated within thirty (30) days of any filing; or makes a general assignment for the benefit of creditors; or if a receiver is appointed for substantially all of its property; or (2) materially breaches or defaults on its obligations under this Agreement and, if the breach or default can be cured, fails to cure the breach or default within thirty (3010) days after receipt of notice from Buyer specifying the failure, does not cure the failure or provide Buyer with a written notice detailed plan adequate to curecure the failure if such failure reasonably cannot be cured within such ten (10) days and such plan is acceptable to Buyer’s Authorized Procurement Representative; (iii) in the event of Seller's suspension of business, insolvency, appointment of a receiver for Seller's property or (3) commits breaches on obligations other than payment, repetitivelybusiness, or at least three separate significant times within any four-month period. Customer may cancel any Order(s) in whole assignment, reorganization or in part, without liability, if Supplier fails to Deliver conforming Purchases under that Order on timearrangement by Seller for the benefit of its creditors.
22.2b. Seller shall continue work not canceled. If Services are being providedBuyer cancels all or part of this contract, Customer Seller shall have the right to take over and complete the Services at Supplier's expensebe liable for Buyer’s excess re-procurement costs.
22.3c. Buyer may require Seller to transfer title and deliver to Buyer, as directed by ▇▇▇▇▇, any (i) completed Goods, and (ii) any partially completed Goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information and contract rights (collectively, "Manufacturing Materials") that Seller has specifically produced or acquired for the canceled portion of this contract. If Upon direction from Buyer, Seller shall also protect and preserve property in its possession in which Buyer or its Customer cancels has an interest.
d. Buyer shall pay the contract price for Goods accepted. Payment for Manufacturing Materials accepted by Buyer and for the protection and preservation of property shall be at a price determined in accordance with the "Termination for Convenience" article of this Agreement and/or any Order(s) for Supplier's default or breachcontract, it except that Seller shall not be entitled to recover profit. Buyer may withhold from Supplier all lossesany amount due under this contract any sum Buyer determines to be necessary to protect Buyer or ▇▇▇▇▇'s customer against loss because of outstanding liens or claims of former lien holders.
e. If, damages and expenses incurred as a result of Supplier's default or breach. Supplier shall refund to Customer amounts previously paid for Purchases which, due to such after cancellation, canit is determined that Seller was not reasonably in default, the rights and remedies of the parties shall be used by Customer, and shall bear all expenses for their removal and return. Supplier shall, at Customer's option, promptly remove Purchases or bear as if the cost of removal. Supplier shall restore or bear contract had been terminated according to the expenses of restoration of Customer's property to its original condition at the direction of Customer and refund to Customer all monies previously paid for such Purchases.
22.4. If Supplier cancels this Agreement and/or any Order(s) for Customer's default or breach, it may recover from Customer reasonable expenses incurred as a direct result of Customer's default or breach, which shall not exceed the amounts which Customer has not yet paid under the terms hereof. Customer shall not be liable for incidental, consequential or indirect damages, including but not limited to lost profits or unallocated overhead.
22.5. Any cancellation by Customer under this Article which is set aside or deemed wrongful will be deemed a termination under Article 21 "Termination of Agreement or Order(s)for Convenience" article of this Agreementcontract.
Appears in 1 contract
Sources: Fixed Price Goods Contract
CANCELLATION FOR DEFAULT. 22.1. Either party may a. Buyer may, by written notice to Seller, cancel all or part of this Agreement and/or Contract (i) if Seller fails to deliver the Services within the time specified by this Contract or any Order(s)written extension; (ii) if Seller fails to perform any other provision of this Contract or fails to make progress, so as to endanger performance of this Contract, and, in whole or parteither of these two circumstances, without liability, by giving written notice of breach or default if the other within ten (1) becomes insolvent, unable to pay debts when due, or the subject of bankruptcy proceedings not terminated within thirty (30) days of any filing; or makes a general assignment for the benefit of creditors; or if a receiver is appointed for substantially all of its property; or (2) materially breaches or defaults on its obligations under this Agreement and, if the breach or default can be cured, fails to cure the breach or default within thirty (3010) days after receipt of notice from Buyer specifying the failure, does not cure the failure or provide Buyer with a written notice detailed plan adequate to curecure the failure if such failure reasonably cannot be cured within such ten (10) days and such plan is acceptable to Buyer’s Authorized Procurement Representative; or (3iii) commits breaches on obligations other than paymentin the event of Seller's bankruptcy, repetitivelysuspension of business, insolvency, appointment of a receiver for Seller's property or business, or at least three separate significant times within any four-month period. Customer may cancel any Order(s) in whole assignment, reorganization or in part, without liability, if Supplier fails to Deliver conforming Purchases under that Order on timearrangement by Seller for the benefit of its creditors.
22.2b. Seller shall continue work not canceled. If Services are being providedBuyer cancels all or part of this Contract, Customer Seller shall have the right to take over and complete the Services at Supplier's expensebe liable for Buyer’s excess re-procurement costs.
22.3c. Buyer may require seller to transfer title and deliver to Buyer, as directed by ▇▇▇▇▇, any (i) completed materials and (ii) any partially completed materials, parts, tools, dies jigs, fixtures, plans, drawings, information and contract rights (collectively, “Manufacturing Materials”) that Seller has specifically produced or acquired for the canceled portion of this Contract. If Upon direction from Buyer, Seller shall also protect and preserve property in its possession in which Buyer or its Customer cancels has an interest.
d. Buyer shall pay the Contract price for materials accepted. In addition, any payment for Manufacturing Materials accepted by Buyer and for the protection and preservation of property shall be at a price determined in accordance with the “Termination for Convenience” article of this Agreement and/or any Order(s) for Supplier's default or breachContract, it except that Seller shall not be entitled to recover profit. Buyer may withhold from Supplier all lossesany amount due under this Contract any sum Buyer determines to be necessary to protect Buyer or ▇▇▇▇▇’s customer against loss because of outstanding liens or claims of former lien holders.
e. If, damages and expenses incurred as a result of Supplier's default or breach. Supplier shall refund to Customer amounts previously paid for Purchases which, due to such after cancellation, canit is determined that Seller was not reasonably in default, the rights and remedies of the Parties shall be used by Customer, and shall bear all expenses as if the Contract had been terminated according to the “Termination for their removal and return. Supplier shall, at Customer's option, promptly remove Purchases or bear the cost of removal. Supplier shall restore or bear the expenses of restoration of Customer's property to its original condition at the direction of Customer and refund to Customer all monies previously paid for such Purchases.
22.4. If Supplier cancels this Agreement and/or any Order(s) for Customer's default or breach, it may recover from Customer reasonable expenses incurred as a direct result of Customer's default or breach, which shall not exceed the amounts which Customer has not yet paid under the terms hereof. Customer shall not be liable for incidental, consequential or indirect damages, including but not limited to lost profits or unallocated overhead.
22.5. Any cancellation by Customer under this Article which is set aside or deemed wrongful will be deemed a termination under Article 21 "Termination of Agreement or Order(s)" Convenience” article of this AgreementContract.
Appears in 1 contract
Sources: Time and Materials Contract
CANCELLATION FOR DEFAULT. 22.1. Either party may cancel this Agreement and/or any Order(s), in whole or part, without liability, by giving written notice of breach or default if the other (1A) becomes insolvent, unable to pay debts when due, or the subject of bankruptcy proceedings not terminated within thirty (30) days of any filing; or makes a general assignment for the benefit of creditors; or if a receiver is appointed for substantially all of its property; or (2) materially breaches or defaults on its obligations under this Agreement and, if the breach or default can be cured, fails to cure the breach or default within thirty (30) days after receipt of written notice to cure; or (3) commits breaches on obligations other than payment, repetitively, or at least three separate significant times within any four-month period. Customer Buyer may cancel any Order(s) Purchase Order immediately, in whole or in part, without liability, if Supplier in the event Seller: (i) fails to Deliver conforming Purchases under that timely perform the Services, (ii) breaches any other term or condition of the Purchase Order on timeor (iii) is deemed to be insolvent, is dissolved or liquidated, or the filing of a petition in bankruptcy by or against Seller, or the adjudication of Seller as bankrupt, or any general assignment by Seller for the benefit of its creditors, or the application for, or consent to, the appointment of any receiver, trustee, custodian or similar officer by ▇▇▇▇▇▇. Seller shall continue to supply any portion of the Purchase Order not canceled.
22.2(B) In the event of such cancellation, at ▇▇▇▇▇’s request, Seller will transfer title to and deliver to Buyer any completed or partially completed items. Prices for partially completed services accepted shall be negotiated; however, in no event shall such prices exceed the Purchase Order price for said goods.
(C) Upon the happening of any event or condition which may, in ▇▇▇▇▇’s good faith judgment impair ▇▇▇▇▇▇’s ability to perform hereunder, Buyer may demand, in writing, adequate assurance of Seller’s ability to continue performance of the Purchase Order. If Services are being providedSeller does not provide adequate written assurance within fifteen (15) days of receipt of Buyer’s demand, Customer Seller shall be deemed to have rejected continued performance hereunder and to have materially breached the Purchase Order. In such event, Buyer shall have the right to take over no further liability hereunder and complete the Services at Supplier's expense.
22.3. If Customer cancels this Agreement and/or any Order(s) for Supplier's default or breach, it shall thereafter be entitled to recover from Supplier all losses, damages and expenses incurred as a result of Supplier's default or breach. Supplier shall refund to Customer amounts previously paid for Purchases which, due to cancel such cancellation, cannot reasonably be used by Customer, and shall bear all expenses for their removal and return. Supplier shall, at Customer's option, promptly remove Purchases or bear the cost of removal. Supplier shall restore or bear the expenses of restoration of Customer's property to its original condition at the direction of Customer and refund to Customer all monies previously paid for such PurchasesPurchase Order.
22.4. If Supplier cancels this Agreement and/or any Order(s) for Customer's default or breach, it may recover from Customer reasonable expenses incurred as a direct result of Customer's default or breach, which shall not exceed the amounts which Customer has not yet paid under the terms hereof. Customer shall not be liable for incidental, consequential or indirect damages, including but not limited to lost profits or unallocated overhead.
22.5. Any cancellation by Customer under this Article which is set aside or deemed wrongful will be deemed a termination under Article 21 "Termination of Agreement or Order(s)" of this Agreement.
Appears in 1 contract
Sources: General Terms & Conditions
CANCELLATION FOR DEFAULT. 22.1. Either party may (a) Buyer may, by written notice to Supplier, cancel this Agreement and/or all or part of the Purchase Order
(i) if Supplier fails to deliver the goods within the time specified by the Purchase Order or any Order(s)written extension; and
(ii) if Supplier fails to perform any other provision of the Purchase Order or fails to make progress, so as to endanger performance of the Purchase Order, and, in whole either of these two circumstances, does not cure the failure within 10 days after receipt of notice from Buyer specifying the failure; or partin the event of Supplier’s suspension of business, without liabilityinsolvency, by giving written notice appointment of breach a receiver for Supplier’s property or default if the other (1) becomes insolvent, unable to pay debts when duebusiness, or the subject any assignment, reorganization of bankruptcy proceedings not terminated within thirty (30) days of any filing; or makes a general assignment arrangement by Supplier for the benefit of its creditors; or if a receiver is appointed for substantially all of its property; or (2) materially breaches or defaults on its obligations under this Agreement and, if the breach or default can be cured, fails to cure the breach or default within thirty (30) days after receipt of written notice to cure; or (3) commits breaches on obligations other than payment, repetitively, or at least three separate significant times within any four-month period. Customer may cancel any Order(s) in whole or in part, without liability, if Supplier fails to Deliver conforming Purchases under that Order on time.
22.2(b) Supplier shall continue to supply goods not cancelled.
(c) If Buyer cancels all or part of the Purchase Order, Buyer may require Supplier to transfer title and deliver to Buyer, as directed by ▇▇▇▇▇, any (i) completed goods, (ii)any partially completed goods and materials, parts, tools, dies, fixtures, plans, drawings, information and contract rights (collectively, “Manufacturing Materials”) that Supplier has specifically produced or acquired for the cancelled portion of the Purchase Order. If Services are being providedUpon direction from Buyer, Customer Supplier shall have also protect and preserve goods in its possession in which Buyer or its customer has an interest.
(d) Buyer shall pay the right to take over price specified in the Purchase Order for goods accepted. Payment for Manufacturing Materials accepted by Buyer and complete for the Services protection and preservation of property shall be at Supplier's expense.
22.3’s direct costs. If Customer cancels this Agreement and/or Buyer may withhold from any Order(s) for Supplier's default or breach, it shall be entitled to recover from Supplier all losses, damages and expenses incurred as a result of Supplier's default or breach. Supplier shall refund to Customer amounts previously paid for Purchases which, amount due to such cancellation, cannot reasonably be used by Customer, and shall bear all expenses for their removal and return. Supplier shall, at Customer's option, promptly remove Purchases or bear the cost of removal. Supplier shall restore or bear the expenses of restoration of Customer's property to its original condition at the direction of Customer and refund to Customer all monies previously paid for such Purchases.
22.4. If Supplier cancels this Agreement and/or any Order(s) for Customer's default or breach, it may recover from Customer reasonable expenses incurred as a direct result of Customer's default or breach, which shall not exceed the amounts which Customer has not yet paid under the terms hereof. Customer shall not Purchase Order any sum Buyer determines to be liable for incidental, consequential necessary to protect Buyer or indirect damages, including but not limited to lost profits Buyer’s customer against loss because of outstanding liens or unallocated overheadclaims of former lien holders.
22.5. Any cancellation by Customer under this Article which is set aside or deemed wrongful will be deemed a termination under Article 21 "Termination of Agreement or Order(s)" of this Agreement.
Appears in 1 contract
Sources: Purchase Order Agreement
CANCELLATION FOR DEFAULT. 22.1. Either party may i. Buyer may, by written notice to Seller, cancel all or part of this Agreement and/or Contract: (i) if Seller fails to deliver the Goods within the time specified by this Contract or any Order(s)written extension; (ii) if Seller fails to perform any other provision of this Contract or fails to make progress, so as to endanger performance of this Contract, and, in whole or parteither of these two circumstances, without liability, by giving written notice of breach or default if the other within ten (1) becomes insolvent, unable to pay debts when due, or the subject of bankruptcy proceedings not terminated within thirty (30) days of any filing; or makes a general assignment for the benefit of creditors; or if a receiver is appointed for substantially all of its property; or (2) materially breaches or defaults on its obligations under this Agreement and, if the breach or default can be cured, fails to cure the breach or default within thirty (3010) days after receipt of notice from Buyer specifying the failure, does not cure the failure or provide Buyer with a written notice detailed plan adequate to curecure the failure if such failure reasonably cannot be cured within such ten (10) days and such plan is acceptable to Buyer’s Authorized Procurement Representative; or (3iii) commits breaches on obligations other than paymentin the event of Seller’s bankruptcy, repetitivelysuspension of business, insolvency, appointment of a receiver for Seller’s property or business, or at least three separate significant times within any four-month period. Customer may cancel any Order(s) in whole assignment, reorganization or in part, without liability, if Supplier fails to Deliver conforming Purchases under that Order on timearrangement by Seller for the benefit of its creditors.
22.2ii. If Services are being provided, Customer Seller shall have the right to take over and complete the Services at Supplier's expensecontinue all work not canceled.
22.3iii. If Customer cancels Buyer may require Seller to transfer title and deliver to Buyer, as directed by ▇▇▇▇▇, any (i) completed Goods, and (ii) any partially completed Goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information and contract rights (collectively, “Manufacturing Materials”) that Seller has specifically produced or acquired for the canceled portion of this Agreement and/or Contract. Upon direction from Buyer, Seller shall also protect and preserve property in its possession in which Buyer or its customer has an interest.
iv. Buyer shall pay the price for completed Goods accepted. In addition, any Order(s) payment for Supplier's default or breachManufacturing Materials accepted by Buyer and for the protection and preservation of property shall be at a price determined in accordance with the “Termination for Convenience” provision of this Contract, it except that Seller shall not be entitled to recover profit. Buyer may withhold from Supplier all lossesany amount due under this Contract any sum Buyer determines to be necessary to protect Buyer or ▇▇▇▇▇’s customer against loss because of outstanding liens or claims of former lien holders.
v. If, damages and expenses incurred as a result of Supplier's default or breach. Supplier shall refund to Customer amounts previously paid for Purchases which, due to such after cancellation, canit is determined that Seller was not reasonably in default, the rights and remedies of the Parties shall be used by Customer, and shall bear all expenses as if this Contract had been terminated according to the “Termination for their removal and return. Supplier shall, at Customer's option, promptly remove Purchases or bear the cost of removal. Supplier shall restore or bear the expenses of restoration of Customer's property to its original condition at the direction of Customer and refund to Customer all monies previously paid for such Purchases.
22.4. If Supplier cancels this Agreement and/or any Order(s) for Customer's default or breach, it may recover from Customer reasonable expenses incurred as a direct result of Customer's default or breach, which shall not exceed the amounts which Customer has not yet paid under the terms hereof. Customer shall not be liable for incidental, consequential or indirect damages, including but not limited to lost profits or unallocated overhead.
22.5. Any cancellation by Customer under this Article which is set aside or deemed wrongful will be deemed a termination under Article 21 "Termination of Agreement or Order(s)" Convenience” provision of this AgreementContract.
Appears in 1 contract
CANCELLATION FOR DEFAULT. 22.1. Either party may a) Buyer may, by written notice to Seller, cancel all or part of this Agreement and/or Contract: (i) if Seller fails to deliver the Goods within the time specified by this Contract or any Order(s)written extension; (ii) if Seller fails to perform any other provision of this Contract or fails to make progress, so as to endanger performance of this Contract, and, in whole or parteither of these two circumstances, without liability, by giving written notice of breach or default if the other within ten (1) becomes insolvent, unable to pay debts when due, or the subject of bankruptcy proceedings not terminated within thirty (30) days of any filing; or makes a general assignment for the benefit of creditors; or if a receiver is appointed for substantially all of its property; or (2) materially breaches or defaults on its obligations under this Agreement and, if the breach or default can be cured, fails to cure the breach or default within thirty (3010) days after receipt of notice from Buyer specifying the failure, does not cure the failure or provide Buyer with a written notice detailed plan adequate to curecure the failure if such failure reasonably cannot be cured within such ten (10) days and such plan is acceptable to Buyer’s Authorized Procurement Representative; or (3iii) commits breaches on obligations other than paymentin the event of Seller's bankruptcy, repetitivelysuspension of business, insolvency, appointment of a receiver for Seller's property or business, or at least three separate significant times within any four-month period. Customer may cancel any Order(s) in whole assignment, reorganization or in part, without liability, if Supplier fails to Deliver conforming Purchases under that Order on timearrangement by Seller for the benefit of its creditors.
22.2. If Services are being provided, Customer b) Seller shall have the right to take over and complete the Services at Supplier's expensecontinue work not canceled.
22.3c) Buyer may require Seller to transfer title and deliver to Buyer, as directed by ▇▇▇▇▇, any (i) completed Goods, and (ii) any partially completed Goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information and contract rights (collectively, "Manufacturing Materials") that Seller has specifically produced or acquired for the canceled portion of this Contract. If Upon direction from Buyer, Seller shall also protect and preserve property in its possession in which Buyer or its Customer cancels has an interest.
d) Buyer shall pay the Contract price for Goods accepted. In addition, any payment for Manufacturing Materials accepted by Buyer and for the protection and preservation of property shall be at a price determined in accordance with the "Termination for Convenience" article of this Agreement and/or any Order(s) for Supplier's default or breachContract, it except that Seller shall not be entitled to recover profit. Buyer may withhold from Supplier all lossesany amount due under this Contract any sum Buyer determines to be necessary to protect Buyer or ▇▇▇▇▇'s customer against loss because of outstanding liens or claims of former lien holders.
e) If, damages and expenses incurred as a result of Supplier's default or breach. Supplier shall refund to Customer amounts previously paid for Purchases which, due to such after cancellation, canit is determined that Seller was not reasonably in default, the rights and remedies of the Parties shall be used by Customer, and shall bear all expenses for their removal and return. Supplier shall, at Customer's option, promptly remove Purchases or bear as if the cost of removal. Supplier shall restore or bear Contract had been terminated according to the expenses of restoration of Customer's property to its original condition at the direction of Customer and refund to Customer all monies previously paid for such Purchases.
22.4. If Supplier cancels this Agreement and/or any Order(s) for Customer's default or breach, it may recover from Customer reasonable expenses incurred as a direct result of Customer's default or breach, which shall not exceed the amounts which Customer has not yet paid under the terms hereof. Customer shall not be liable for incidental, consequential or indirect damages, including but not limited to lost profits or unallocated overhead.
22.5. Any cancellation by Customer under this Article which is set aside or deemed wrongful will be deemed a termination under Article 21 "Termination of Agreement or Order(s)for Convenience" article of this AgreementContract.
Appears in 1 contract
Sources: Purchase Agreement
CANCELLATION FOR DEFAULT. 22.1. Either party may a. Buyer may, by written notice to Seller, cancel all or part of this Agreement and/or contract if (i) Seller fails to deliver the Goods within the time specified by this contract or any Order(s)written extension; (ii) Seller fails to perform any other provision of this contract or fails to make progress, so as to endanger performance of this contract, and, in whole either of these two circumstances, does not cure the failure within 10 days after receipt of notice from Buyer specifying the failure; or part(iii) in the event of Seller’s suspension of business, without liabilityinsolvency, by giving written notice appointment of breach a receiver for Seller’s property or default if the other (1) becomes insolvent, unable to pay debts when duebusiness, or the subject of bankruptcy proceedings not terminated within thirty (30) days of any filing; assignment, reorganization or makes a general assignment arrangement by Seller for the benefit of its creditors; or if a receiver is appointed for substantially all of its property; or (2) materially breaches or defaults on its obligations under this Agreement and, if the breach or default can be cured, fails to cure the breach or default within thirty (30) days after receipt of written notice to cure; or (3) commits breaches on obligations other than payment, repetitively, or at least three separate significant times within any four-month period. Customer may cancel any Order(s) in whole or in part, without liability, if Supplier fails to Deliver conforming Purchases under that Order on time.
22.2b. Seller shall continue work not canceled. If Services are being providedBuyer cancels all or part of this contract, Customer Seller shall have the right to take over and complete the Services at Supplier's expensebe liable for Buyer’s excess re-procurement costs.
22.3c. Buyer may require Seller to transfer title (to the extent Buyer does not already have title) and deliver to Buyer, as directed by ▇▇▇▇▇, any (i) completed Goods, and (ii) any partially completed Goods and materials, parts, tools; dies, jigs, fixtures, plans, drawings, information, contract rights and other materials (collectively, “Manufacturing Materials”) that Seller has specifically produced or acquired for the canceled portion of this contract. If Customer cancels Upon direction from Buyer,
d. Buyer shall pay the contract price for Goods accepted. Payment for Manufacturing Materials accepted by Buyer and for the protection and preservation of property shall be at a price determined in accordance with the “Termination for Convenience” article of this Agreement and/or any Order(s) for Supplier's default or breachcontract, it except that Seller shall not be entitled to recover profit. Buyer may withhold from Supplier all lossesany amount due under this contract any sum Buyer determines to be necessary to protect Buyer or ▇▇▇▇▇’s customer against loss because of outstanding liens or claims of former lien holders of Seller or its subcontractors.
e. If, damages and expenses incurred as a result of Supplier's default or breach. Supplier shall refund to Customer amounts previously paid for Purchases which, due to such after cancellation, canit is determined that Seller was not reasonably in default, the rights and remedies of the parties shall be used by Customer, and shall bear all expenses as if the contract had been terminated according to the “Termination for their removal and return. Supplier shall, at Customer's option, promptly remove Purchases or bear the cost Convenience” article of removal. Supplier shall restore or bear the expenses of restoration of Customer's property to its original condition at the direction of Customer and refund to Customer all monies previously paid for such Purchasesthis contract.
22.4. If Supplier cancels this Agreement and/or any Order(s) for Customer's default or breachf. All intellectual property, it may recover from Customer reasonable expenses incurred as a direct result of Customer's default or breachincluding, which shall not exceed the amounts which Customer has not yet paid under the terms hereof. Customer shall not be liable for incidental, consequential or indirect damages, including but not limited to, drawings, software, and models, required to lost profits or unallocated overheadfinish the project shall be delivered to Buyer.
22.5. Any cancellation by Customer under this Article which is set aside or deemed wrongful will be deemed a termination under Article 21 "Termination of Agreement or Order(s)" of this Agreement.
Appears in 1 contract
Sources: Purchase Order Agreement
CANCELLATION FOR DEFAULT. 22.1. Either party may a. Buyer may, by written notice to Seller, cancel all or part of this Agreement and/or Contract: (i) if Seller fails to deliver the Services within the time specified by this Contract or any Order(s)written extension; (ii) if Seller fails to perform any other provision of this Contract or fails to make progress, so as to endanger performance of this Contract, and, in whole or parteither of these two circumstances, without liability, by giving written notice of breach or default if the other within ten (1) becomes insolvent, unable to pay debts when due, or the subject of bankruptcy proceedings not terminated within thirty (30) days of any filing; or makes a general assignment for the benefit of creditors; or if a receiver is appointed for substantially all of its property; or (2) materially breaches or defaults on its obligations under this Agreement and, if the breach or default can be cured, fails to cure the breach or default within thirty (3010) days after receipt of notice from Buyer specifying the failure, does not cure the failure or provide Buyer with a written notice detailed plan adequate to curecure the failure if such failure reasonably cannot be cured within such ten (10) days and such plan is acceptable to Buyer’s Authorized Procurement Representative; or (3iii) commits breaches on obligations other than paymentin the event of Seller's bankruptcy, repetitivelysuspension of business, insolvency, appointment of a receiver for Seller's property or business, or at least three separate significant times within any four-month period. Customer may cancel any Order(s) in whole assignment, reorganization or in part, without liability, if Supplier fails to Deliver conforming Purchases under that Order on timearrangement by Seller for the benefit of its creditors.
22.2b. Seller shall continue Services not canceled. If Services are being providedBuyer cancels all or part of this Contract, Customer Seller shall have the right to take over and complete the Services at Supplier's expensebe liable for Buyer’s excess re-procurement costs.
22.3c. Buyer may require Seller to transfer title and delivery to Buyer, as directed by ▇▇▇▇▇, any (i) completed goods, and (ii) any partially completed goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information and contract rights (collectively, “Manufacturing Materials”) that Seller has specifically produced or acquired for the canceled portion of this Contract. If Upon direction from Buyer, Seller shall also protect and preserve property in its possession in which Buyer or its Customer cancels has an interest.
d. Buyer shall pay the Contract price for goods accepted. In addition, any payment for Manufacturing Materials accepted by Buyer and for the protection and preservation of property shall be at a price determined in accordance with the “Termination for Convenience” article of this Agreement and/or any Order(s) for Supplier's default or breachContract, it except that Seller shall not be entitled to recover profit. Buyer may withhold from Supplier all lossesany amount due under this Contract any sum Buyer determines to be necessary to protect Buyer or ▇▇▇▇▇’s customer against loss because of outstanding liens or claims of former lien holders.
e. If, damages and expenses incurred as a result of Supplier's default or breach. Supplier shall refund to Customer amounts previously paid for Purchases which, due to such after cancellation, canit is determined that Seller was not reasonably in default, the rights and remedies of the Parties shall be used by Customer, and shall bear all expenses as if the Contract had been terminated according to the “Termination for their removal and return. Supplier shall, at Customer's option, promptly remove Purchases or bear the cost of removal. Supplier shall restore or bear the expenses of restoration of Customer's property to its original condition at the direction of Customer and refund to Customer all monies previously paid for such Purchases.
22.4. If Supplier cancels this Agreement and/or any Order(s) for Customer's default or breach, it may recover from Customer reasonable expenses incurred as a direct result of Customer's default or breach, which shall not exceed the amounts which Customer has not yet paid under the terms hereof. Customer shall not be liable for incidental, consequential or indirect damages, including but not limited to lost profits or unallocated overhead.
22.5. Any cancellation by Customer under this Article which is set aside or deemed wrongful will be deemed a termination under Article 21 "Termination of Agreement or Order(s)" Convenience” article of this AgreementContract.
Appears in 1 contract
Sources: Fixed Price Services Contract
CANCELLATION FOR DEFAULT. 22.1. Either party may (a) Buyer may, by written notice to Seller, cancel all or part of this Agreement and/or contract (i) if Seller fails to deliver the Goods within the time specified by this contract or any Order(s)written extension; (ii) if Seller fails to perform any other provision of this contract or fails to make progress, so as to endanger performance of this contract, and, in whole either of these two circumstances, does not cure the failure within 10 days after receipt of notice from Buyer specifying the failure; or part(iii) in the event of Seller’s suspension of business, without liabilityinsolvency, by giving written notice appointment of breach a receiver for Seller’s property or default if the other (1) becomes insolvent, unable to pay debts when duebusiness, or the subject of bankruptcy proceedings not terminated within thirty (30) days of any filing; assignment, reorganization or makes a general assignment arrangement by Seller for the benefit of its creditors; or if a receiver is appointed for substantially all of its property; or (2) materially breaches or defaults on its obligations under this Agreement and, if the breach or default can be cured, fails to cure the breach or default within thirty (30) days after receipt of written notice to cure; or (3) commits breaches on obligations other than payment, repetitively, or at least three separate significant times within any four-month period. Customer may cancel any Order(s) in whole or in part, without liability, if Supplier fails to Deliver conforming Purchases under that Order on time.
22.2. If Services are being provided, Customer (b) Seller shall have the right to take over and complete the Services at Supplier's expensecontinue work not canceled.
22.3(c) If Buyer cancels all or part of this contract, Buyer may require Seller to transfer title and deliver to Buyer, as directed by ▇▇▇▇▇, any (i) completed Goods, and (ii) any partially completed goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information and contract rights (collectively, "Manufacturing Materials") that Seller has specifically produced or acquired for the canceled portion of this contract. If Upon direction from Buyer, Seller shall also protect and preserve property in its possession in which Buyer or its Customer cancels this Agreement and/or any Order(shas an interest.
(d) Buyer shall pay the contract price for Supplier's default or breachGoods accepted. Payment for Manufacturing Materials accepted by Buyer and for the protection and preservation of property shall be at a price determined in accordance with Article 14, it except that Seller shall not be entitled to recover profit. Buyer may withhold from Supplier all lossesany amount due under this contract any sum Buyer determines to be necessary to protect Buyer or ▇▇▇▇▇’s Customer against loss because of outstanding liens or claims of former lien holders.
(e) If, damages and expenses incurred as a result of Supplier's default or breach. Supplier shall refund to Customer amounts previously paid for Purchases which, due to such after cancellation, canit is determined that Seller was not reasonably in default, the rights and remedies of the parties shall be used by Customer, and shall bear all expenses for their removal and return. Supplier shall, at Customer's option, promptly remove Purchases or bear as if the cost of removal. Supplier shall restore or bear the expenses of restoration of Customer's property contract had been terminated according to its original condition at the direction of Customer and refund to Customer all monies previously paid for such PurchasesArticle 14.
22.4. If Supplier cancels this Agreement and/or any Order(s) for Customer's default or breach, it may recover from Customer reasonable expenses incurred as a direct result of Customer's default or breach, which shall not exceed the amounts which Customer has not yet paid under the terms hereof. Customer shall not be liable for incidental, consequential or indirect damages, including but not limited to lost profits or unallocated overhead.
22.5. Any cancellation by Customer under this Article which is set aside or deemed wrongful will be deemed a termination under Article 21 "Termination of Agreement or Order(s)" of this Agreement.
Appears in 1 contract
Sources: Fixed Price Contract
CANCELLATION FOR DEFAULT. 22.1. Either party may a. Buyer may, by written notice to Seller, cancel all or part of this Agreement and/or Contract: (i) if Seller fails to deliver the Goods within the time specified by this Contract or any Order(s)written extension; (ii) if Seller fails to perform any other provision of this Contract or fails to make progress, so as to endanger performance of this Contract, and, in whole or parteither of these two circumstances, without liability, by giving written notice of breach or default if the other within ten (1) becomes insolvent, unable to pay debts when due, or the subject of bankruptcy proceedings not terminated within thirty (30) days of any filing; or makes a general assignment for the benefit of creditors; or if a receiver is appointed for substantially all of its property; or (2) materially breaches or defaults on its obligations under this Agreement and, if the breach or default can be cured, fails to cure the breach or default within thirty (3010) days after receipt of notice from Buyer specifying the failure, does not cure the failure or provide Buyer with a written notice detailed plan adequate to curecure the failure if such failure reasonably cannot be cured within such ten (10) days and such plan is acceptable to Buyer’s Authorized Procurement Representative; or (3iii) commits breaches on obligations other than paymentin the event of Seller's bankruptcy, repetitivelysuspension of business, insolvency, appointment of a receiver for Seller's property or business, or at least three separate significant times within any four-month period. Customer may cancel any Order(s) in whole assignment, reorganization or in part, without liability, if Supplier fails to Deliver conforming Purchases under that Order on timearrangement by Seller for the benefit of its creditors.
22.2. If Services are being provided, Customer b. Seller shall have the right to take over and complete the Services at Supplier's expensecontinue all work not canceled.
22.3c. Buyer may require Seller to transfer title and deliver to Buyer, as directed by ▇▇▇▇▇, any (i) completed Goods, and (ii) any partially completed Goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information and contract rights (collectively, "Manufacturing Materials") that Seller has specifically produced or acquired for the canceled portion of this Contract. If Customer cancels Upon direction from Buyer, Seller shall also protect and preserve property in its possession in which Buyer or its customer has an interest.
d. Buyer shall pay the Contract price for completed Goods accepted. In addition, any payment for Manufacturing Materials accepted by Buyer and for the protection and preservation of property shall be at a price determined in accordance with the "Termination for Convenience" Article of this Agreement and/or any Order(s) for Supplier's default or breachContract, except that Seller shall not
e. If, after cancellation, it is determined that Seller was not in default, the rights and remedies of the Parties shall be entitled as if the Contract had been terminated according to recover from Supplier all losses, damages and expenses incurred as a result of Supplier's default or breach. Supplier shall refund to Customer amounts previously paid for Purchases which, due to such cancellation, cannot reasonably be used by Customer, and shall bear all expenses for their removal and return. Supplier shall, at Customer's option, promptly remove Purchases or bear the cost of removal. Supplier shall restore or bear the expenses of restoration of Customer's property to its original condition at the direction of Customer and refund to Customer all monies previously paid for such Purchases.
22.4. If Supplier cancels this Agreement and/or any Order(s) for Customer's default or breach, it may recover from Customer reasonable expenses incurred as a direct result of Customer's default or breach, which shall not exceed the amounts which Customer has not yet paid under the terms hereof. Customer shall not be liable for incidental, consequential or indirect damages, including but not limited to lost profits or unallocated overhead.
22.5. Any cancellation by Customer under this Article which is set aside or deemed wrongful will be deemed a termination under Article 21 "Termination of Agreement or Order(s)for Convenience" Article of this AgreementContract.
Appears in 1 contract
Sources: Purchase Order Agreement
CANCELLATION FOR DEFAULT. 22.1. Either party may (A) Buyer may, by written notice of default to Seller, cancel this Agreement and/or any Order(s), contract in whole or partin part (i) if Seller fails to deliver goods or to perform services within the time specified by this contract or any written extension; (ii) if Seller fails to perform any other provision of this contract or fails to make progress, without liabilityso as to endanger performance of this contract, and, in either of these two circumstances, does not cure the failure within ten days after receipt of notice from Buyer specifying the failure; or (iii) in the event of Seller’s suspension of business, insolvency, institution of bankruptcy, liquidation proceedings by giving written notice or against Seller, appointment of breach a receiver for Seller’s property or default if the other (1) becomes insolvent, unable to pay debts when duebusiness, or the subject of bankruptcy proceedings not terminated within thirty (30) days of any filing; assignment, reorganization, or makes a general assignment arrangement by Seller for the benefit of its creditors; or if a receiver is appointed for substantially all of its property; or .
(2B) materially breaches or defaults on its obligations under Seller will continue work not canceled.
(C) If Buyer cancels this Agreement and, if the breach or default can be cured, fails to cure the breach or default within thirty (30) days after receipt of written notice to cure; or (3) commits breaches on obligations other than payment, repetitively, or at least three separate significant times within any four-month period. Customer may cancel any Order(s) contract in whole or in part, without liabilityin addition to remedies provided by law, if Supplier fails Buyer may require Seller to Deliver conforming Purchases under transfer title and deliver to Buyer, as directed by ▇▇▇▇▇, (i) any completed goods, and (ii) any partially completed goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (collectively, "manufacturing materials") that Order on timeSeller has specifically produced or acquired for the canceled portion of this contract. Upon direction from Buyer, Seller will also protect and preserve property in its possession in which Buyer has an interest.
22.2(D) Buyer will pay the contract price for goods or services accepted. If Services are being providedPayment for manufacturing materials accepted by Buyer and for the protection and preservation of property will be at a price determined in accordance with Article 10 hereof, Customer shall have the right to take over and complete the Services at Supplier's expense.
22.3. If Customer cancels this Agreement and/or any Order(s) for Supplier's default or breach, it shall except that Seller will not be entitled to recover profit. Buyer may withhold from Supplier all lossesany amount due under this contract any sum Buyer determines to be necessary to protect Buyer against loss because of outstanding liens or claims of former lien holders.
(E) If, damages and expenses incurred as a result of Supplier's default or breach. Supplier shall refund to Customer amounts previously paid for Purchases which, due to such after cancellation, canit is determined that Seller was not reasonably be used by Customerin default, the rights and shall bear all expenses for their removal and return. Supplier shall, at Customer's option, promptly remove Purchases or bear remedies of the cost of removal. Supplier shall restore or bear the expenses of restoration of Customer's property to its original condition at the direction of Customer and refund to Customer all monies previously paid for such Purchases.
22.4. If Supplier cancels this Agreement and/or any Order(s) for Customer's default or breach, it may recover from Customer reasonable expenses incurred as a direct result of Customer's default or breach, which shall not exceed the amounts which Customer has not yet paid under the terms hereof. Customer shall not be liable for incidental, consequential or indirect damages, including but not limited to lost profits or unallocated overhead.
22.5. Any cancellation by Customer under this Article which is set aside or deemed wrongful parties will be deemed a termination under as if the contract had been terminated in accordance with Article 21 "Termination of Agreement or Order(s)" of this Agreement10 hereof.
Appears in 1 contract
Sources: Fixed Price Commercial General Terms and Conditions
CANCELLATION FOR DEFAULT. 22.1. Either party may a. Buyer may, by written notice to Seller, cancel all or part of this Agreement and/or Contract: (i) if Seller fails to deliver the Services within the time specified by this Contract or any Order(s)written extension; (ii) if Seller fails to perform any other provision of this Contract or fails to make progress, so as to endanger performance of this Contract, and, in whole or parteither of these two circumstances, without liability, by giving written notice of breach or default if the other within ten (1) becomes insolvent, unable to pay debts when due, or the subject of bankruptcy proceedings not terminated within thirty (30) days of any filing; or makes a general assignment for the benefit of creditors; or if a receiver is appointed for substantially all of its property; or (2) materially breaches or defaults on its obligations under this Agreement and, if the breach or default can be cured, fails to cure the breach or default within thirty (3010) days after receipt of notice from Buyer specifying the failure, does not cure the failure or provide Buyer with a written notice detailed plan adequate to curecure the failure if such failure reasonably cannot be cured within such ten (10) days and such plan is acceptable to Buyer’s Authorized Procurement Representative; or (3iii) commits breaches on obligations other than paymentin the event of Seller's bankruptcy, repetitivelysuspension of business, insolvency, appointment of a receiver for Seller's property or business, or at least three separate significant times within any four-month period. Customer may cancel any Order(s) in whole assignment, reorganization or in part, without liability, if Supplier fails to Deliver conforming Purchases under that Order on timearrangement by Seller for the benefit of its creditors.
22.2b. Seller shall continue all Services not canceled. If Services are being providedBuyer cancels all or part of this Contract, Customer Seller shall have the right to take over and complete the Services at Supplier's expensebe liable for Buyer’s excess re-procurement costs.
22.3c. Buyer may require Seller to transfer title and deliver to Buyer, as directed by ▇▇▇▇▇, any; (i) completed materials, and (ii) any partially completed materials, parts, tools, dies, jigs, fixtures, plans, drawings, information and contract rights (collectively, "Manufacturing Materials") that Seller has specifically produced or acquired for the canceled portion of this Contract. If Customer cancels Upon direction from Buyer, Seller shall also protect and preserve property in its possession in which Buyer or its customer has an interest.
d. Buyer shall pay the price for materials accepted. In addition, any payment for Manufacturing Materials accepted by Buyer and for the protection and preservation of property shall be at a price determined in accordance with the "Termination for Convenience" Article of this Agreement and/or any Order(s) for Supplier's default or breachContract, it except that Seller shall not be entitled to recover profit. Buyer may withhold from Supplier all lossesany amount due under this Contract any sum Buyer determines to be necessary to protect Buyer or ▇▇▇▇▇'s customer against loss because of outstanding liens or claims of former lien holders.
e. If, damages and expenses incurred as a result of Supplier's default or breach. Supplier shall refund to Customer amounts previously paid for Purchases which, due to such after cancellation, canit is determined that Seller was not reasonably in default, the rights and remedies of the Parties shall be used by Customer, and shall bear all expenses for their removal and return. Supplier shall, at Customer's option, promptly remove Purchases or bear as if this Contract had been terminated according to the cost of removal. Supplier shall restore or bear the expenses of restoration of Customer's property to its original condition at the direction of Customer and refund to Customer all monies previously paid for such Purchases.
22.4. If Supplier cancels this Agreement and/or any Order(s) for Customer's default or breach, it may recover from Customer reasonable expenses incurred as a direct result of Customer's default or breach, which shall not exceed the amounts which Customer has not yet paid under the terms hereof. Customer shall not be liable for incidental, consequential or indirect damages, including but not limited to lost profits or unallocated overhead.
22.5. Any cancellation by Customer under this Article which is set aside or deemed wrongful will be deemed a termination under Article 21 "Termination of Agreement or Order(s)for Convenience" Article of this AgreementContract.
Appears in 1 contract
Sources: Purchase Agreement
CANCELLATION FOR DEFAULT. 22.1. Either party may a. Buyer may, by written notice to Seller, cancel all or part of this Agreement and/or Contract if: (i) Seller fails to deliver the Goods within the time specified by this Contract or any Order(s)written extension; (ii) Seller fails to perform any other provision of this Contract or fails to make progress, so as to endanger performance of this Contract, and, in whole either of these circumstances, within 10 days after receipt of notice from Buyer specifying the failure, does not cure the failure or part, without liability, by giving provide Buyer with a written notice detailed plan adequate to cure the failure if such failure reasonably cannot be cured within such 10 days and such plan is acceptable to Buyer’s Authorized Procurement Representative; and/or (iii) immediately in the event: (a) of breach Seller's suspension of business; (b) an application is made to any competent Court for a winding up of Seller; (c) Seller is insolvent; (d) Seller is bankrupt; (e) Seller commences negotiation with all or default if the other any class of creditors with a view to rescheduling or compromising a debt; (1f) becomes insolvent, unable to pay debts when due, a creditor of Seller enforces security; (g) a receiver for Seller's property or the subject of bankruptcy proceedings not terminated within thirty (30) days of any filingbusiness is appointed; or makes a general assignment (h) Seller engages in any assignment, reorganization or arrangement for the benefit of its creditors.
b. Seller shall continue work not canceled. If Buyer cancels all or part of this Contract, Seller shall be liable for Buyer’s excess re-procurement costs.
c. Buyer may require Seller to transfer title, including any Intellectual Property and deliver to Buyer, as directed by ▇▇▇▇▇, any: (i) completed Goods; and (ii) any partially completed Goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information and contract rights (collectively, "Manufacturing Materials") that Seller has specifically produced or if acquired for the canceled portion of this Contract. Upon direction from Buyer, Seller shall also protect and preserve property in its possession in which Buyer or its customers have an interest.
d. Buyer shall pay the Contract price for completed Goods accepted. In addition, any payment for Manufacturing Materials accepted by Buyer and for the protection and preservation of property shall be at a receiver is appointed price determined in accordance with article 6 "Termination for substantially all of its property; or (2) materially breaches or defaults on its obligations Convenience". Buyer may withhold from any amount due under this Agreement andContract any sum Buyer determines to be necessary to protect Buyer or Buyer's customers against loss because of outstanding liens or claims of former lien holders.
e. If, after cancellation, it is determined that Seller was not in default, the rights and remedies of the Parties shall be as if the Contract had been terminated according to article 6 "Termination for Convenience".
f. Notwithstanding any other provision in this Contract, if the breach or default can be curedSeller breaches articles 23.d. “Assignment, fails to cure the breach or default within thirty (30) days after receipt Delegation, Subcontracting and Change Of Control”; 18
.a. “Business Conduct”; or, otherwise acts in contravention of written notice to cure; or (3) commits breaches on obligations other than paymentanti-corruption legislation, repetitively, or at least three separate significant times within any four-month period. Customer may cancel any Order(s) in whole or in part, without liability, if Supplier fails to Deliver conforming Purchases under that Order on time.
22.2. If Services are being provided, Customer Buyer shall have the right to take over terminate this Contract without notice and complete the Services at Supplier's expense.
22.3with immediate effect. If Customer cancels this Agreement and/or any Order(s) for Supplier's default or breach, it Buyer shall be entitled in no way liable to recover from Supplier all losses, damages and expenses incurred as a result Seller in respect of Supplier's default or breach. Supplier shall refund to Customer amounts previously paid such termination for Purchases which, due to such cancellation, cannot reasonably be used by Customer, and shall bear all expenses for their removal and return. Supplier shall, at Customer's option, promptly remove Purchases or bear the cost payment of removal. Supplier shall restore or bear the expenses of restoration of Customer's property to its original condition at the direction of Customer and refund to Customer all monies previously paid for such Purchases.
22.4. If Supplier cancels this Agreement and/or any Order(s) for Customer's default or breach, it may recover from Customer reasonable expenses incurred as a direct result of Customer's default or breach, which shall not exceed the amounts which Customer has not yet paid under the terms hereof. Customer shall not be liable for incidental, consequential or indirect damages, tortious claims (including but not limited to lost profits negligence) or unallocated overheadany other form of compensation.
22.5. Any cancellation by Customer under this Article which is set aside or deemed wrongful will be deemed a termination under Article 21 "Termination of Agreement or Order(s)" of this Agreement.
Appears in 1 contract
CANCELLATION FOR DEFAULT. 22.1. Either party may a. Buyer may, by written notice to Seller, cancel all or part of this Agreement and/or Contract: (i) if Seller fails to deliver the Services within the time specified by this Contract or any Order(s)written extension; (ii) if Seller fails to perform any other provision of this Contract or fails to make progress, so as to endanger performance of this Contract, and, in whole or parteither of these two circumstances, without liability, by giving written notice of breach or default if the other within ten (1) becomes insolvent, unable to pay debts when due, or the subject of bankruptcy proceedings not terminated within thirty (30) days of any filing; or makes a general assignment for the benefit of creditors; or if a receiver is appointed for substantially all of its property; or (2) materially breaches or defaults on its obligations under this Agreement and, if the breach or default can be cured, fails to cure the breach or default within thirty (3010) days after receipt of notice from Buyer specifying the failure, does not cure the failure or provide Buyer with a written notice detailed plan adequate to curecure the failure if such failure reasonably cannot be cured within such ten (10) days and such plan is acceptable to Buyer’s Authorized Procurement Representative; or (3iii) commits breaches on obligations other than paymentin the event of Seller's bankruptcy, repetitivelysuspension of business, insolvency, appointment of a receiver for Seller's property or business, or at least three separate significant times within any four-month period. Customer may cancel any Order(s) in whole assignment, reorganization or in part, without liability, if Supplier fails to Deliver conforming Purchases under that Order on timearrangement by Seller for the benefit of its creditors.
22.2b. Seller shall continue all Services not canceled. If Services are being providedBuyer cancels all or part of this Contract, Customer Seller shall have the right to take over and complete the Services at Supplier's expensebe liable for Buyer’s excess re-procurement costs.
22.3c. Buyer may require Seller to transfer title and deliver to Buyer, as directed by ▇▇▇▇▇, any; (i) completed materials, and (ii) any partially completed materials, parts, tools, dies, jigs, fixtures, plans, drawings, information and contract rights (collectively, "Manufacturing Materials") that Seller has specifically produced or acquired for the canceled portion of this Contract. If Customer cancels Upon direction from Buyer, Seller shall also protect and preserve property in its possession in which Buyer or its customer has an interest.
d. Buyer shall pay the Contract price for materials accepted. In addition, any payment for Manufacturing Materials accepted by ▇▇▇▇▇ and for the protection and preservation of property shall be at a price determined in accordance with the "Termination for Convenience" Article of this Agreement and/or any Order(s) for Supplier's default or breachContract, it except that Seller shall not be entitled to recover profit. Buyer may withhold from Supplier all lossesany amount due under this Contract any sum Buyer determines to be necessary to protect Buyer or ▇▇▇▇▇'s customer against loss because of outstanding liens or claims of former lien holders.
e. If, damages and expenses incurred as a result of Supplier's default or breach. Supplier shall refund to Customer amounts previously paid for Purchases which, due to such after cancellation, canit is determined that Seller was not reasonably in default, the rights and remedies of the Parties shall be used by Customer, and shall bear all expenses for their removal and return. Supplier shall, at Customer's option, promptly remove Purchases or bear as if the cost of removal. Supplier shall restore or bear Contract had been terminated according to the expenses of restoration of Customer's property to its original condition at the direction of Customer and refund to Customer all monies previously paid for such Purchases.
22.4. If Supplier cancels this Agreement and/or any Order(s) for Customer's default or breach, it may recover from Customer reasonable expenses incurred as a direct result of Customer's default or breach, which shall not exceed the amounts which Customer has not yet paid under the terms hereof. Customer shall not be liable for incidental, consequential or indirect damages, including but not limited to lost profits or unallocated overhead.
22.5. Any cancellation by Customer under this Article which is set aside or deemed wrongful will be deemed a termination under Article 21 "Termination of Agreement or Order(s)for Convenience" Article of this AgreementContract.
Appears in 1 contract
Sources: Purchase Agreement
CANCELLATION FOR DEFAULT. 22.1. Either party may a. Buyer may, by written notice to Seller, cancel all or part of this Agreement and/or Contract: (i) if Seller fails to deliver Services within the time specified by this Contract or any Order(s)written extension; (ii) if Seller fails to perform any other provision of this Contract or fails to make progress, so as to endanger performance of this Contract, and, in whole or parteither of these two circumstances, without liability, by giving written notice of breach or default if the other within ten (1) becomes insolvent, unable to pay debts when due, or the subject of bankruptcy proceedings not terminated within thirty (30) days of any filing; or makes a general assignment for the benefit of creditors; or if a receiver is appointed for substantially all of its property; or (2) materially breaches or defaults on its obligations under this Agreement and, if the breach or default can be cured, fails to cure the breach or default within thirty (3010) days after receipt of notice from Buyer specifying the failure, does not cure the failure or provide Buyer with a written notice detailed plan adequate to curecure the failure if such failure reasonably cannot be cured within such ten (10) days and such plan is acceptable to Buyer’s Authorized Procurement Representative; or (3iii) commits breaches on obligations other than paymentin the event of Seller's bankruptcy, repetitivelysuspension of business, insolvency, appointment of a receiver for Seller's property or business, or at least three separate significant times within any four-month period. Customer may cancel any Order(s) in whole assignment, reorganization or in part, without liability, if Supplier fails to Deliver conforming Purchases under that Order on timearrangement by Seller for the benefit of its creditors.
22.2b. Seller shall continue all Services not canceled. If Services are being providedBuyer cancels all or part of this Contract, Customer Seller shall have the right to take over and complete the Services at Supplier's expensebe liable for Buyer’s excess re-procurement costs.
22.3c. Buyer may require Seller to transfer title and deliver to Buyer, as directed by ▇▇▇▇▇, any; (i) completed materials, and (ii) any partially completed materials, parts, tools, dies, jigs, fixtures, plans, drawings, information and contract rights (collectively, "Manufacturing Materials") that Seller has specifically produced or acquired for the canceled portion of this Contract. If Customer cancels Upon direction from Buyer, Seller shall also protect and preserve property in its possession in which Buyer or its customer has an interest.
d. Buyer shall pay the price for materials accepted. In addition, any payment for Manufacturing Materials accepted by Buyer and for the protection and preservation of property shall be at a price determined in accordance with the "Termination for Convenience" Article of this Agreement and/or any Order(s) for Supplier's default or breachContract, it except that Seller shall not be entitled to recover profit. Buyer may withhold from Supplier all lossesany amount due under this Contract any sum Buyer determines to be necessary to protect Buyer or ▇▇▇▇▇'s customer against loss because of outstanding liens or claims of former lien holders.
e. If, damages and expenses incurred as a result of Supplier's default or breach. Supplier shall refund to Customer amounts previously paid for Purchases which, due to such after cancellation, canit is determined that Seller was not reasonably in default, the rights and remedies of the Parties shall be used by Customer, and shall bear all expenses for their removal and return. Supplier shall, at Customer's option, promptly remove Purchases or bear as if this Contract had been terminated according to the cost of removal. Supplier shall restore or bear the expenses of restoration of Customer's property to its original condition at the direction of Customer and refund to Customer all monies previously paid for such Purchases.
22.4. If Supplier cancels this Agreement and/or any Order(s) for Customer's default or breach, it may recover from Customer reasonable expenses incurred as a direct result of Customer's default or breach, which shall not exceed the amounts which Customer has not yet paid under the terms hereof. Customer shall not be liable for incidental, consequential or indirect damages, including but not limited to lost profits or unallocated overhead.
22.5. Any cancellation by Customer under this Article which is set aside or deemed wrongful will be deemed a termination under Article 21 "Termination of Agreement or Order(s)for Convenience" Article of this AgreementContract.
Appears in 1 contract
Sources: Purchase Contract
CANCELLATION FOR DEFAULT. 22.1. Either party may a. Buyer may, by written notice to Seller, cancel all or part of this Agreement and/or Contract: (i) if Seller fails to deliver the Services within the time specified by this Contract or any Order(s)written extension; (ii) if Seller fails to perform any other provision of this Contract or fails to make progress, so as to endanger performance of this Contract, and, in whole or parteither of these two circumstances, without liability, by giving written notice of breach or default if the other within ten (1) becomes insolvent, unable to pay debts when due, or the subject of bankruptcy proceedings not terminated within thirty (30) days of any filing; or makes a general assignment for the benefit of creditors; or if a receiver is appointed for substantially all of its property; or (2) materially breaches or defaults on its obligations under this Agreement and, if the breach or default can be cured, fails to cure the breach or default within thirty (3010) days after receipt of notice from Buyer specifying the failure, does not cure the failure or provide Buyer with a written notice detailed plan adequate to curecure the failure if such failure reasonably cannot be cured within such ten (10) days and such plan is acceptable to Buyer’s Authorized Procurement Representative; or (3iii) commits breaches on obligations other than paymentin the event of Seller's bankruptcy, repetitivelysuspension of business, insolvency, appointment of a receiver for Seller's property or business, or at least three separate significant times within any four-month period. Customer may cancel any Order(s) in whole assignment, reorganization or in part, without liability, if Supplier fails to Deliver conforming Purchases under that Order on timearrangement by Seller for the benefit of its creditors.
22.2b. Seller shall continue Services not canceled. If Services are being providedBuyer cancels all or part of this Contract, Customer Seller shall have the right to take over and complete the Services at Supplier's expensebe liable for Buyer’s excess re-procurement costs.
22.3c. Buyer may require Seller to transfer title and deliver to Buyer, as directed by ▇▇▇▇▇, any
(i) completed goods, and
(ii) any partially completed goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information and contract rights (collectively, "Manufacturing Materials") that Seller has specifically produced or acquired for the canceled portion of this Contract. If Upon direction from Buyer, Seller shall also protect and preserve property in its possession in which Buyer or its Customer cancels has an interest.
d. Buyer shall pay the Contract price for goods accepted. In addition, any payment for Manufacturing Materials accepted by Buyer and for the protection and preservation of property shall be at a price determined in accordance with the "Termination for Convenience" article of this Agreement and/or any Order(s) for Supplier's default or breachContract, it except that Seller shall not be entitled to recover profit. Buyer may withhold from Supplier all lossesany amount due under this Contract any sum Buyer determines to be necessary to protect Buyer or ▇▇▇▇▇'s customer against loss because of outstanding liens or claims of former lien holders.
e. If, damages and expenses incurred as a result of Supplier's default or breach. Supplier shall refund to Customer amounts previously paid for Purchases which, due to such after cancellation, canit is determined that Seller was not reasonably in default, the rights and remedies of the Parties shall be used by Customer, and shall bear all expenses for their removal and return. Supplier shall, at Customer's option, promptly remove Purchases or bear as if the cost of removal. Supplier shall restore or bear Contract had been terminated according to the expenses of restoration of Customer's property to its original condition at the direction of Customer and refund to Customer all monies previously paid for such Purchases.
22.4. If Supplier cancels this Agreement and/or any Order(s) for Customer's default or breach, it may recover from Customer reasonable expenses incurred as a direct result of Customer's default or breach, which shall not exceed the amounts which Customer has not yet paid under the terms hereof. Customer shall not be liable for incidental, consequential or indirect damages, including but not limited to lost profits or unallocated overhead.
22.5. Any cancellation by Customer under this Article which is set aside or deemed wrongful will be deemed a termination under Article 21 "Termination of Agreement or Order(s)for Convenience" article of this AgreementContract.
Appears in 1 contract
Sources: Fixed Price Services Contract
CANCELLATION FOR DEFAULT. 22.1. Either party may a. Buyer may, by written notice to Seller, cancel all or part of this Agreement and/or Contract: (i) if Seller fails to deliver the Goods within the time specified by this Contract or any Order(s)written extension; (ii) if Seller fails to perform any other provision of this Contract or fails to make progress, so as to endanger performance of this Contract, and, in whole or parteither of these two circumstances, without liability, by giving written notice of breach or default if the other within ten (1) becomes insolvent, unable to pay debts when due, or the subject of bankruptcy proceedings not terminated within thirty (30) days of any filing; or makes a general assignment for the benefit of creditors; or if a receiver is appointed for substantially all of its property; or (2) materially breaches or defaults on its obligations under this Agreement and, if the breach or default can be cured, fails to cure the breach or default within thirty (3010) days after receipt of notice from Buyer specifying the failure, does not cure the failure or provide Buyer with a written notice detailed plan adequate to curecure the failure if such failure reasonably cannot be cured within such ten (10) days and such plan is acceptable to Buyer’s Authorized Procurement Representative; or (3iii) commits breaches on obligations other than paymentin the event of Seller's bankruptcy, repetitivelysuspension of business, insolvency, appointment of a receiver for Seller's property or business, or at least three separate significant times within any four-month period. Customer may cancel any Order(s) in whole assignment, reorganization or in part, without liability, if Supplier fails to Deliver conforming Purchases under that Order on timearrangement by Seller for the benefit of its creditors.
22.2b. Seller shall continue work not canceled. If Services are being providedBuyer cancels all or part of this Contract, Customer Seller shall have the right to take over and complete the Services at Supplier's expensebe liable for Buyer’s excess re-procurement costs.
22.3c. Buyer may require Seller to transfer title and deliver to Buyer, as directed by ▇▇▇▇▇, any (i) completed Goods, and (ii) any partially completed Goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information and contract rights (collectively, "Manufacturing Materials") that Seller has specifically produced or acquired for the canceled portion of this Contract. If Upon direction from Buyer, Seller shall also protect and preserve property in its possession in which Buyer or its Customer cancels has an interest.
d. Buyer shall pay the Contract price for Goods accepted. In addition, any payment for Manufacturing Materials accepted by Buyer and for the protection and preservation of property shall be at a price determined in accordance with the "Termination for Convenience" article of this Agreement and/or any Order(s) for Supplier's default or breachContract, it except that Seller shall not be entitled to recover profit. Buyer may withhold from Supplier all lossesany amount due under this Contract any sum Buyer determines to be necessary to protect Buyer or ▇▇▇▇▇'s customer against loss because of outstanding liens or claims of former lien holders.
e. If, damages and expenses incurred as a result of Supplier's default or breach. Supplier shall refund to Customer amounts previously paid for Purchases which, due to such after cancellation, canit is determined that Seller was not reasonably in default, the rights and remedies of the Parties shall be used by Customer, and shall bear all expenses for their removal and return. Supplier shall, at Customer's option, promptly remove Purchases or bear as if the cost of removal. Supplier shall restore or bear Contract had been terminated according to the expenses of restoration of Customer's property to its original condition at the direction of Customer and refund to Customer all monies previously paid for such Purchases.
22.4. If Supplier cancels this Agreement and/or any Order(s) for Customer's default or breach, it may recover from Customer reasonable expenses incurred as a direct result of Customer's default or breach, which shall not exceed the amounts which Customer has not yet paid under the terms hereof. Customer shall not be liable for incidental, consequential or indirect damages, including but not limited to lost profits or unallocated overhead.
22.5. Any cancellation by Customer under this Article which is set aside or deemed wrongful will be deemed a termination under Article 21 "Termination of Agreement or Order(s)for Convenience" article of this Agreement.Contract
Appears in 1 contract
Sources: Fixed Price Contract
CANCELLATION FOR DEFAULT. 22.1. Either party may i. Buyer may, by written notice to Seller, cancel all or part of this Agreement and/or Contract: (i) if Seller fails to deliver Services within the time specified by this Contract or any Order(s)written extension; (ii) if Seller fails to perform any other provision of this Contract or fails to make progress, so as to endanger performance of this Contract, and, in whole or parteither of these two circumstances, without liability, by giving written notice of breach or default if the other within ten (1) becomes insolvent, unable to pay debts when due, or the subject of bankruptcy proceedings not terminated within thirty (30) days of any filing; or makes a general assignment for the benefit of creditors; or if a receiver is appointed for substantially all of its property; or (2) materially breaches or defaults on its obligations under this Agreement and, if the breach or default can be cured, fails to cure the breach or default within thirty (3010) days after receipt of notice from Buyer specifying the failure, does not cure the failure or provide Buyer with a written notice detailed plan adequate to curecure the failure if such failure reasonably cannot be cured within such ten (10) days and such plan is acceptable to Buyer’s Authorized Procurement Representative; or (3iii) commits breaches on obligations other than paymentin the event of Seller’s bankruptcy, repetitivelysuspension of business, insolvency, appointment of a receiver for Seller’s property or business, or at least three separate significant times within any four-month period. Customer may cancel any Order(s) in whole assignment, reorganization or in part, without liability, if Supplier fails to Deliver conforming Purchases under that Order on timearrangement by Seller for the benefit of its creditors.
22.2ii. Seller shall continue all Services not canceled. If Services are being providedBuyer cancels all or part of this Contract, Customer Seller shall have the right to take over and complete the Services at Supplier's expensebe liable for Buyer’s excess re-procurement costs.
22.3iii. If Customer cancels Buyer may require Seller to transfer title and deliver to Buyer, as directed by ▇▇▇▇▇, any; (i) completed materials, and (ii) any partially completed materials, parts, tools, dies, jigs, fixtures, plans, drawings, information and contract rights (collectively, “Manufacturing Materials”) that Seller has specifically produced or acquired for the canceled portion of this Agreement and/or Contract. Upon direction from Buyer, Seller shall also protect and preserve property in its possession in which Buyer or its customer has an interest.
iv. Buyer shall pay the price for materials accepted. In addition, any Order(s) payment for Supplier's default or breachManufacturing Materials accepted by Buyer and for the protection and preservation of property shall be at a price determined in accordance with the “Termination for Convenience” provision of this Contract, it except that Seller shall not be entitled to recover profit. Buyer may withhold from Supplier all lossesany amount due under this Contract any sum Buyer determines to be necessary to protect Buyer or ▇▇▇▇▇’s customer against loss because of outstanding liens or claims of former lien holders.
v. If, damages and expenses incurred as a result of Supplier's default or breach. Supplier shall refund to Customer amounts previously paid for Purchases which, due to such after cancellation, canit is determined that Seller was not reasonably in default, the rights and remedies of the Parties shall be used by Customer, and shall bear all expenses as if this Contract had been terminated according to the “Termination for their removal and return. Supplier shall, at Customer's option, promptly remove Purchases or bear the cost of removal. Supplier shall restore or bear the expenses of restoration of Customer's property to its original condition at the direction of Customer and refund to Customer all monies previously paid for such Purchases.
22.4. If Supplier cancels this Agreement and/or any Order(s) for Customer's default or breach, it may recover from Customer reasonable expenses incurred as a direct result of Customer's default or breach, which shall not exceed the amounts which Customer has not yet paid under the terms hereof. Customer shall not be liable for incidental, consequential or indirect damages, including but not limited to lost profits or unallocated overhead.
22.5. Any cancellation by Customer under this Article which is set aside or deemed wrongful will be deemed a termination under Article 21 "Termination of Agreement or Order(s)" Convenience” provision of this AgreementContract.
Appears in 1 contract
Sources: Purchase Agreement
CANCELLATION FOR DEFAULT. 22.1. Either party may (A) Buyer may, by written notice of default to Seller, cancel this Agreement and/or any Order(s), contract in whole or partin part (i) if Seller fails to deliver goods or to perform services within the time specified by this contract or any written extension; (ii) if Seller fails to perform any other provision of this contract or fails to make progress, without liabilityso as to endanger performance of this contract, and, in either of these two circumstances, does not cure the failure within ten days after receipt of notice from Buyer specifying the failure; or (iii) in the event of Seller's suspension of business, insolvency, institution of bankruptcy, liquidation proceedings by giving written notice or against Seller, appointment of breach a receiver for Seller's property or default if the other (1) becomes insolvent, unable to pay debts when duebusiness, or the subject of bankruptcy proceedings not terminated within thirty (30) days of any filing; assignment, reorganization, or makes a general assignment arrangement by Seller for the benefit of its creditors; or if a receiver is appointed for substantially all of its property; or .
(2B) materially breaches or defaults on its obligations under Seller will continue work not canceled.
(C) If Buyer cancels this Agreement and, if the breach or default can be cured, fails to cure the breach or default within thirty (30) days after receipt of written notice to cure; or (3) commits breaches on obligations other than payment, repetitively, or at least three separate significant times within any four-month period. Customer may cancel any Order(s) contract in whole or in part, without liabilityin addition to remedies provided by law, if Supplier fails Buyer may require Seller to Deliver conforming Purchases under transfer title and deliver to Buyer, as directed by ▇▇▇▇▇, (i) any completed goods, and (ii) any partially completed goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (collectively, "manufacturing materials") that Order on timeSeller has specifically produced or acquired for the canceled portion of this contract. Upon direction from Buyer, Seller will also protect and preserve property in its possession in which Buyer has an interest.
22.2(D) Buyer will pay the contract price for goods or services accepted. If Services are being providedPayment for manufacturing materials accepted by Buyer and for the protection and preservation of property will be at a price determined in accordance with Article 10 hereof, Customer shall have the right to take over and complete the Services at Supplier's expense.
22.3. If Customer cancels this Agreement and/or any Order(s) for Supplier's default or breach, it shall except that Seller will not be entitled to recover profit. Buyer may withhold from Supplier all lossesany amount due under this contract any sum Buyer determines to be necessary to protect Buyer against loss because of outstanding liens or claims of former lien holders.
(E) If, damages and expenses incurred as a result of Supplier's default or breach. Supplier shall refund to Customer amounts previously paid for Purchases which, due to such after cancellation, canit is determined that Seller was not reasonably be used by Customerin default, the rights and shall bear all expenses for their removal and return. Supplier shall, at Customer's option, promptly remove Purchases or bear remedies of the cost of removal. Supplier shall restore or bear the expenses of restoration of Customer's property to its original condition at the direction of Customer and refund to Customer all monies previously paid for such Purchases.
22.4. If Supplier cancels this Agreement and/or any Order(s) for Customer's default or breach, it may recover from Customer reasonable expenses incurred as a direct result of Customer's default or breach, which shall not exceed the amounts which Customer has not yet paid under the terms hereof. Customer shall not be liable for incidental, consequential or indirect damages, including but not limited to lost profits or unallocated overhead.
22.5. Any cancellation by Customer under this Article which is set aside or deemed wrongful parties will be deemed a termination under as if the contract had been terminated in accordance with Article 21 "Termination of Agreement or Order(s)" of this Agreement10 hereof.
Appears in 1 contract
Sources: Fixed Price Commercial General Terms and Conditions
CANCELLATION FOR DEFAULT. 22.1. Either party may i. Buyer may, by written notice to Seller, cancel all or part of this Agreement and/or Contract: (i) if Seller fails to deliver the Services within the time specified by this Contract or any Order(s)written extension; (ii) if Seller fails to perform any other provision of this Contract or fails to make progress, so as to endanger performance of this Contract, and, in whole or parteither of these two circumstances, without liability, by giving written notice of breach or default if the other within ten (1) becomes insolvent, unable to pay debts when due, or the subject of bankruptcy proceedings not terminated within thirty (30) days of any filing; or makes a general assignment for the benefit of creditors; or if a receiver is appointed for substantially all of its property; or (2) materially breaches or defaults on its obligations under this Agreement and, if the breach or default can be cured, fails to cure the breach or default within thirty (3010) days after receipt of notice from Buyer specifying the failure, does not cure the failure or provide Buyer with a written notice detailed plan adequate to curecure the failure if such failure reasonably cannot be cured within such ten (10) days and such plan is acceptable to Buyer’s Authorized Procurement Representative; or (3iii) commits breaches on obligations other than paymentin the event of Seller's bankruptcy, repetitivelysuspension of business, insolvency, appointment of a receiver for Seller's property or business, or at least three separate significant times within any four-month period. Customer may cancel any Order(s) in whole assignment, reorganization or in part, without liability, if Supplier fails to Deliver conforming Purchases under that Order on timearrangement by Seller for the benefit of its creditors.
22.2ii. Seller shall continue all Services not canceled. If Services are being providedBuyer cancels all or part of this Contract, Customer Seller shall have the right to take over and complete the Services at Supplier's expensebe liable for Buyer’s excess re-procurement costs.
22.3iii. If Customer cancels Buyer may require Seller to transfer title and deliver to Buyer, as directed by ▇▇▇▇▇, any; (i) completed materials, and (ii) any partially completed materials, parts, tools, dies, jigs, fixtures, plans, drawings, information and contract rights (collectively, “Manufacturing Materials”) that Seller has specifically produced or acquired for the canceled portion of this Agreement and/or Contract. Upon direction from Buyer, Seller shall also protect and preserve property in its possession in which Buyer or its customer has an interest.
iv. Buyer shall pay the price for materials accepted. In addition, any Order(s) payment for Supplier's default or breachManufacturing Materials accepted by Buyer and for the protection and preservation of property shall be at a price determined in accordance with the “Termination for Convenience” provision of this Contract, it except that Seller shall not be entitled to recover profit. Buyer may withhold from Supplier all lossesany amount due under this Contract any sum Buyer determines to be necessary to protect Buyer or ▇▇▇▇▇'s customer against loss because of outstanding liens or claims of former lien holders.
v. If, damages and expenses incurred as a result of Supplier's default or breach. Supplier shall refund to Customer amounts previously paid for Purchases which, due to such after cancellation, canit is determined that Seller was not reasonably in default, the rights and remedies of the Parties shall be used by Customer, and shall bear all expenses as if this Contract had been terminated according to the “Termination for their removal and return. Supplier shall, at Customer's option, promptly remove Purchases or bear the cost of removal. Supplier shall restore or bear the expenses of restoration of Customer's property to its original condition at the direction of Customer and refund to Customer all monies previously paid for such Purchases.
22.4. If Supplier cancels this Agreement and/or any Order(s) for Customer's default or breach, it may recover from Customer reasonable expenses incurred as a direct result of Customer's default or breach, which shall not exceed the amounts which Customer has not yet paid under the terms hereof. Customer shall not be liable for incidental, consequential or indirect damages, including but not limited to lost profits or unallocated overhead.
22.5. Any cancellation by Customer under this Article which is set aside or deemed wrongful will be deemed a termination under Article 21 "Termination of Agreement or Order(s)" Convenience” provision of this AgreementContract.
Appears in 1 contract
Sources: Purchase Agreement