TERMINATION OF PURCHASE ORDERS. 30.1 A Purchase Order may be terminated by TELKOM in whole or in part and from time to time, whenever TELKOM shall so determine. TELKOM shall deliver to PARTNER a written notice, the "Notice of P.O. Termination", specifying the extent to which performance of work under the Purchase Order is terminated and the date (which shall be not less than five (5) Business Days from the date of the written notice) upon which such termination becomes effective. 30.2 On receipt of such a Notice of P.O. Termination, unless otherwise directed by TELKOM in the notice. PARTNER shall: 30.2.1 stop work under the Purchase Order on the date and to the extent specified in the Notice of P.O. Termination; 30.2.2 place no further orders or contracts for materials, services, or facilities except as may be necessary for completion of any portion of the work under the Purchase Order which is not terminated; 30.2.3 use reasonable efforts to terminate all orders and contracts to the extent that they relate to the performance of work terminated by the Notice of P.O. Termination; 30.2.4 subject to payment by TELKOM in accordance with Article 30.3, assign to TELKOM, in the manner, at the time and to the extent directed by TELKOM, all of PARTNER's rights, title and interest under the orders and contracts so terminated; 30.2.5 use reasonable efforts to settle all outstanding liabilities and all claims arising out of such termination of orders and contracts, with TELKOM's approval or ratification to the extent they may require, which approval or ratification shall be final for all the purposes of this Article 30; 30.2.6 subject to payment by TELKOM in accordance with Article 30.3, (i) transfer title and deliver to TELKOM in the manner, at the time, and to the extent (if any) directed by TELKOM the fabricated or unfabricated parts, work in progress, completed work, supplies, and other material produced as part of, or acquired in connection with the performance of the work terminated by the Notice of P.O. Termination, and (ii) deliver to TELKOM the completed or partially completed plans, drawings, information and other property which, if the Purchase Order had been completed, would have been required to be furnished to TELKOM; 30.2.7 use reasonable efforts to sell, in the manner, at the time, to the extent and at the price or prices directed or authorized by TELKOM, any property of the types referred to above, provided, however, that PARTNER; (i) shall not be required to extend credit to any buyer; and (ii) may acquire any such property under the conditions prescribed by and at a price approved by TELKOM; and provided further that the proceeds of any such transfer or disposal shall be applied in reduction of any payments to be made by TELKOM to PARTNER under this Agreement or paid in such other manner as TELKOM may direct; 30.2.8 complete performance of such part of the Scope of Work as may not have been terminated by the Notice of P.O. Termination; and 30.2.9 take such action as may be necessary, or which TELKOM may direct, for the protection and preservation of the property related to the Purchase Order which is in PARTNER's possession and in which TELKOM have or may acquire an interest. 30.3 After reception of a Notice of P.O. Termination PARTNER shall submit to TELKOM a written termination claim. Such claim shall be submitted promptly, but in no event later than ninety (90) calendar days from the Notice of P.O. Termination. Payment of claimed amounts under such termination claim agreed by TELKOM to be payable in accordance with performance by PARTNER of its obligations under Article 30.2, shall be payable to PARTNER pursuant to issuance of a special Purchase Order and payment shall be made by TELKOM within twenty-one (21) Business Days of approval by TELKOM (such approval not to be unreasonably withheld or delayed) of the claim. For the avoidance of doubt, for purposes of TELKOM's payment obligations under this Article 30, any equipment, software or components related to a Purchase Order for which Notice of P.O. Termination has been given shall be inspected and checked to the satisfaction of TELKOM, which inspection shall be deemed to constitute Commissioning. In such event the Subscriber Target for the terminated portion of the equipment, software or components will be adjusted to zero and the value of that portion of the Purchase Order terminated shall not be taken into account for the purposes of Article 32.2. 30.4 In the settlement of any such partial or total termination claim, TELKOM's payment to PARTNER shall be limited to the following: 30.4.1 the price for completed work, based on Appendix 4 (Price Schedule); 30.4.2 a fair and reasonable sum in respect of partially completed work prorated where practicable based on Appendix 4 (Price Schedule); 30.4.3 the cost of supplies and materials reasonably and necessarily purchased in respect of the terminated portion of the Purchase Order, but not incorporated into completed or partially completed work; 30.4.4 the cost of settling and paying claims arising out of the termination of the work under contracts and orders, as provided above, which are property chargeable to the terminated portion of the Purchase Order; 30.4.5 the reasonable costs of accounting, legal and clerical expenses reasonably necessary for the preparation of settlement claims and supporting data with respect to the terminated portion of the Purchase Order and for the termination and settlement of contracts thereunder, together with reasonable storage, transportation, and other costs incurred in connection with the protection or disposal of property allocable to the Purchase Order. 30.5 Notwithstanding the above, the total payment to PARTNER pursuant to this Article 30, taken together with any other payment, shall not exceed the value applicable to the work or to part therefore so terminated. TELKOM shall not be responsible for any costs or charges beyond those costs which have been claimed and validated in accordance with
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TERMINATION OF PURCHASE ORDERS. 30.1 A Purchase Order may be terminated by TELKOM in whole or in part and from time to time, whenever by TELKOM shall so determineacting reasonably under the circumstances. TELKOM shall deliver to PARTNER a written notice, the "Notice of P.O. Termination", signed by authorized signatories of TELKOM, specifying the reasons for its action, the extent to which performance of work under the Purchase Order is terminated and the date (which shall be not less than five (5) Business Days from the date of the written noticeNotice of P.O. Termination) upon which such termination becomes effective.
30.2 On receipt of such a Notice of P.O. Termination, unless otherwise directed by TELKOM in the notice. , PARTNER shall:
30.2.1 stop work under the Purchase Order on the date and to the extent specified in the Notice of P.O. TerminationTermination (except to the extent reasonably required by considerations of security or safety);
30.2.2 place no further orders or contracts for materials, services, or facilities except as may be necessary for completion of any portion of the work under the Purchase Order which is not terminated;
30.2.3 use reasonable efforts to terminate all orders and contracts to the extent that they relate to the performance of work terminated by the Notice of P.O. Termination;
30.2.4 subject to payment by TELKOM in accordance with Article 30.3, as reasonably requested assign to TELKOMTELKOM (where possible under the orders and contracts), in the manner, at the time and to the extent directed by TELKOM, all of PARTNER's rights, title and interest under the orders and contracts so terminated;
30.2.5 use reasonable efforts to mitigate any damages caused by the termination of the Purchase Order and settle all outstanding liabilities and all claims arising out of such termination of orders and contracts, with TELKOM's approval or ratification to the extent they may require, which approval or ratification shall be final for all the purposes of this Article 30;
30.2.6 subject to payment by TELKOM in accordance with Article 30.330.3 and as reasonably requested by TELKOM, (i) transfer title and deliver to TELKOM in the manner, at the time, and to the extent (if any) directed by TELKOM the fabricated or unfabricated parts, work in progress, completed work, supplies, and other material produced as part of, or acquired in connection with the performance of the work terminated by the Notice of P.O. Termination, and (ii) deliver to TELKOM the completed or partially completed plans, drawings, information and other property which, if the Purchase Order had been completed, would have been required to be furnished to TELKOM;
30.2.7 use reasonable efforts to sell, in the manner, at the time, to the extent and at the price or prices directed or authorized by TELKOM, any property of the types referred to above, provided, however, that PARTNER; (i) shall not be required to extend credit to any buyer; and (ii) may acquire any such property under the conditions prescribed by and at a price approved by TELKOM; and provided further that the proceeds of any such transfer or disposal shall be applied in reduction of any payments to be made by TELKOM to PARTNER under this Agreement or paid in such other manner as TELKOM may direct;
30.2.8 complete performance of such part of the Scope of Work as may not have been terminated by the Notice of P.O. Termination; and
30.2.9 30.2.8 take such action as may be necessary, or which TELKOM may direct, for the protection and preservation of the property related to the Purchase Order which is in PARTNER's possession and in which TELKOM have has or may acquire an interest, provided that if it complies with TELKOM's directions, PARTNER shall have no liability to TELKOM for loss or damage to such property.
30.3 After reception of a Notice of P.O. Termination PARTNER shall submit to TELKOM a written termination claim. Such claim shall be submitted promptly, but in no event later than ninety (90) calendar days from the Notice of P.O. Termination. Payment of claimed amounts under such termination claim agreed by TELKOM to be payable in accordance with performance by PARTNER of its obligations under Article 30.2, shall be payable to PARTNER pursuant to issuance of a special Purchase Order and payment shall be made by TELKOM within twenty-one (21) Business Days of approval by TELKOM (such approval not to be unreasonably withheld or delayed) of the claim. For the avoidance of doubt, for purposes of TELKOM's payment obligations under this Article 30, any equipment, software or components Deliverables related to a Purchase Order for which Notice of P.O. Termination has been given shall be inspected and checked to the satisfaction of TELKOM, which inspection shall be deemed to constitute Commissioning. In such event the Subscriber Target for the terminated portion of the equipment, software or components Deliverables will be adjusted to zero and the value of that portion of the Purchase Order terminated shall not be taken into account for the purposes of Article 32.2.
30.4 In the settlement of any such partial or total termination claim, TELKOM's payment to PARTNER shall be limited to the following:
30.4.1 the price for completed work, based on Appendix 4 (Price Schedule);
30.4.2 a fair and reasonable sum in respect of partially completed work prorated where practicable based on Appendix 4 (Price Schedule);
30.4.3 the cost of supplies and materials reasonably and necessarily purchased in respect of the terminated portion of the Purchase Order, but not incorporated into completed or partially completed work;
30.4.4 the cost of settling and paying claims arising out of the termination of the work under contracts and orders, as provided above, which are property properly chargeable to the terminated portion of the Purchase Order;
30.4.5 the reasonable costs of accounting, legal and clerical expenses reasonably necessary for the preparation of settlement claims and supporting data with respect to the terminated portion of the Purchase Order and for the termination and settlement of contracts thereunder, together with reasonable storage, transportation, and other costs incurred in connection with the protection or disposal of property allocable to the Purchase Order.
30.5 Notwithstanding the above, the total payment to PARTNER pursuant to this Article 30, taken together with any other payment, shall not exceed the value applicable to the work or to part therefore so terminated. TELKOM shall not be responsible for any costs or charges beyond those costs which have been claimed and validated in accordance withwith Article 30.
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