Common use of FORCE MAJEURE AND EXCUSABLE DELAY Clause in Contracts

FORCE MAJEURE AND EXCUSABLE DELAY. ▇▇▇▇▇▇ shall not be liable for any damages of any kind for delay or non-performance if such delay or non- performance is due directly or indirectly to: (a) the Buyer, including omissions or failure to act on the part of the Buyer, its agents, or employees; (b) an Event of Force Majeure, defined herein as including acts of nature, acts of public enemies, fires, floods or unusually severe weather conditions, strikes, lockouts, disputes with workers or other hostilities, embargoes, wars, riots or civil disturbances, epidemics or quarantine restrictions, delays or shortages of transportation, governmental action including the government’s denial or failure to grant an export license or other needed government authorization; (c) causes beyond ▇▇▇▇▇▇’▇ reasonable control, including severe accidents at ▇▇▇▇▇▇’▇ plant, unforeseen production or engineering delays or inability of ▇▇▇▇▇▇ or its vendors to secure adequate materials, manufacturing facilities or labor; or (d)any other acts and causes not within the control of ▇▇▇▇▇▇, which by the exercise of due diligence and reasonable effort, ▇▇▇▇▇▇ would not have been able to foresee, avoid or overcome. ▇▇▇▇▇▇ shall notify the Buyer of any delay or non-performance due to an excusable delay or Event of Force Majeure as soon as practicable. If such an event should occur, ▇▇▇▇▇▇’▇ period of performance shall be extended for the period equal to the duration of any such event. If the excusable delay or Event of Force Majeure should extend for more than three (3) months, ▇▇▇▇▇▇ and the Buyer may mutually agree to terminate Purchase or any portion thereof impacted by the excusable delay or Event of Force Majeure, and the Buyer shall pay ▇▇▇▇▇▇ for any Products delivered or services performed, any works in process, all materials purchased, any termination costs including vendor settlement expenses, and a reasonable profit on the terminated Purchase or portion thereof, all in accordance with the agreed upon payment terms thereof.