Common use of BREACH AND TERMINATION Clause in Contracts

BREACH AND TERMINATION. 8.1 Without prejudice to any other remedies which may exist, either party may at its option suspend or terminate the Contract forthwith by written notice to the other if the other party is in material breach of any of its obligations hereunder and fails to remedy same within seven (7) days of receiving notice thereof in writing from the party thereby entitled Version: 013 Xxxx Xxxxxxx Date: 02/2020 Page: 8 of 16 to suspend or terminate the Contract. 8.2 The Customer shall be entitled to terminate the Contract forthwith without liability to the Supplier by giving notice to the Supplier at any time if: 8.2.1 the Supplier makes any voluntary arrangement with its creditors (within the meaning of the Insolvency Act 1986 or any re-enactment or modification of it) or, being an individual or firm, becomes bankrupt or, being a company, becomes subject to an administration order or goes into liquidation, otherwise than for the purpose of solvent amalgamation or reconstruction; 8.2.2 an encumbrancer takes possession of, or a receiver is appointed in respect of, any of the property or assets of the Supplier; 8.2.3 the Supplier ceases, or threatens to cease, to carry on business; or 8.2.4 The Customer reasonably apprehends that any of the events mentioned above is about to occur in relation to the Supplier and notifies the Supplier accordingly 8.3 Notwithstanding clauses 8.1 and 8.2, the Customer shall be entitled to terminate the Contract subject to giving fourteen (14) days’ prior written notice to the Supplier. In such circumstances, the Customer shall reimburse the Supplier such proportion of the Price as it is fair and reasonable to pay for the actual quantity of the Goods supplied, the Services provided and/or the Works completed as at the date of termination. 8.4 If the Goods are not delivered on the Delivery Date then, without prejudice to any other remedy, the Customer shall be entitled to deduct from the Price or (if the Customer has paid the Price) to claim from the Supplier by way of liquidated damages for delay, one per cent (1%) of the Price for every week’s delay, up to a maximum of ten per cent (10%) of the Price or such other liquidated damages as are specified in the Contract. In the event that delivery of the Goods is delayed for a period of four (4) weeks or more from the Delivery Date, the Customer may terminate the Contract in accordance with Clause 8.1. 8.5 Without prejudice to any other remedies which may exist, if any Goods are not supplied or do not comply with the terms and conditions of the Contract, then the Customer shall be entitled: 8.5.1 To require the Supplier to take action to repair or replace, as appropriate, within seven (7) days of receiving notice to such effect from the Customer in writing (or such longer period as may be specified in such notice) and to agree with the Customer a new date for completing the repair or replacement (as appropriate) as soon as possible; or 8.5.2 at the Customer’s sole discretion, if it is not practicable for the Supplier to comply with Clause 8.5.1 or if the Supplier has failed so to do, to treat the Contract as repudiated by the Supplier’s breach immediately following notice from the Customer and require the repayment of any part of the Price which has been paid, together with any sums payable under Clause 5. 8.6 On termination other than pursuant to Clause 8.4, title in all Goods paid for by the Customer, whether on or off the Site, shall vest in the Customer. 8.7 Subject to Clause 8.10, if the Works are not executed by the Completion Date, then, without prejudice to any other remedy, the Customer shall be entitled to deduct from the Price or (if the Customer has paid the Price) to claim from the Supplier by way of liquidated damages for delay one per cent (1%) of the Price for every one week’s delay, up to a maximum of ten per cent (10%) of the Price or such other liquidated damages as are specified in the Contract. 8.8 Subject to Clause 8.10, in the event that the Works are not executed within ten (10) weeks of the Completion Date, the Customer may terminate the Contract pursuant to Clause 8.1. 8.9 On termination, the Customer may itself take over the Works or make such arrangements as it considers necessary to have the Works completed otherwise than by the Supplier, who shall thereafter be excluded from further performance of the Works. In such event, the Customer shall cease to be obliged to make any further Version: 013 Xxxx Xxxxxxx Date: 02/2020 Page: 9 of 16 payment under the Contract until the Works are completed. Upon completion of the Works, the Supplier shall pay to the Customer an amount calculated as follows:- ((b) + (c)) - (a), where:- (a) is the Price; (b) is the certified cost to the Customer of having the remainder of the Works completed plus any loss, damage or other expenses suffered or incurred by the Customer; and (c) is an amount equal to any amount already paid to the Supplier plus any sum due under Clause 5. 8.10 In the event that the Works are not completed by the Completion Date and such delay is as a result of default by the Customer, then the parties shall in good faith agree a new completion date allowing the Supplier a reasonable time, taking into account all circumstances, to complete the Works.

BREACH AND TERMINATION. 8.1 Without prejudice to any other remedies which may exist, either party may at its option suspend or terminate the Contract forthwith by written notice to the other if the other party is in material breach of any of its obligations hereunder and fails to remedy same within seven (7) days of receiving notice thereof in writing from the party thereby entitled Version: 013 Xxxx Xxxxxxx Date: 02/2020 Page: 8 of 16 to suspend or terminate the Contract. 8.2 The Customer shall be entitled to terminate the Contract forthwith without liability to the Supplier by giving notice to the Supplier at any time if: 8.2.1 the Supplier makes any voluntary arrangement with its creditors (within the meaning of the Insolvency Act 1986 or any re-enactment or modification of it) or, Version: 012 Xxxx Xxxxxxx Date: 04/2019 Page: 7 of 14 being an individual or firm, becomes bankrupt or, being a company, becomes subject to an administration order or goes into liquidation, otherwise than for the purpose of solvent amalgamation or reconstruction; 8.2.2 an encumbrancer takes possession of, or a receiver is appointed in respect of, any of the property or assets of the Supplier; 8.2.3 the Supplier ceases, or threatens to cease, to carry on business; or 8.2.4 The Customer reasonably apprehends that any of the events mentioned above is about to occur in relation to the Supplier and notifies the Supplier accordingly 8.3 Notwithstanding clauses 8.1 and 8.2, the Customer shall be entitled to terminate the Contract subject to giving fourteen (14) days’ prior written notice to the Supplier. In such circumstances, the Customer shall reimburse the Supplier such proportion of the Price as it is fair and reasonable to pay for the actual quantity of the Goods supplied, the Services provided and/or the Works completed as at the date of termination. 8.4 If the Goods are not delivered on the Delivery Date then, without prejudice to any other remedy, the Customer shall be entitled to deduct from the Price or (if the Customer has paid the Price) to claim from the Supplier by way of liquidated damages for delay, one per cent (1%) of the Price for every week’s delay, up to a maximum of ten per cent (10%) of the Price or such other liquidated damages as are specified in the Contract. In the event that delivery of the Goods is delayed for a period of four (4) weeks or more from the Delivery Date, the Customer may terminate the Contract in accordance with Clause 8.1. 8.5 Without prejudice to any other remedies which may exist, if any Goods are not supplied or do not comply with the terms and conditions of the Contract, then the Customer shall be entitled: 8.5.1 To require the Supplier to take action to repair or replace, as appropriate, within seven (7) days of receiving notice to such effect from the Customer in writing (or such longer period as may be specified in such notice) and to agree with the Customer a new date for completing the repair or replacement (as appropriate) as soon as possible; or 8.5.2 at the Customer’s sole discretion, if it is not practicable for the Supplier to comply with Clause 8.5.1 or if the Supplier has failed so to do, to treat the Contract as repudiated by the Supplier’s breach immediately following notice from the Customer and require the repayment of any part of the Price which has been paid, together with any sums payable under Clause 5. 8.6 On termination other than pursuant to Clause 8.4, title in all Goods paid for by the Customer, whether on or off the Site, shall vest in the Customer. 8.7 Subject to Clause 8.10, if the Works are not executed by the Completion Date, then, without prejudice to any other remedy, the Customer shall be entitled to deduct from the Price or (if the Customer has paid the Price) to claim from the Supplier by way of liquidated damages for delay one per cent (1%) of the Price for every one week’s delay, up to a maximum of ten per cent (10%) of the Price or such other liquidated damages as are specified in the Contract. 8.8 Subject to Clause 8.10, in the event that the Works are not executed within ten (10) weeks of the Completion Date, the Customer may terminate the Contract pursuant to Clause 8.1. 8.9 On termination, the Customer may itself take over the Works or make such arrangements as it considers necessary to have the Works completed otherwise than by the Supplier, who shall thereafter be excluded from further performance of the Works. In such event, the Customer shall cease to be obliged to make any further Version: 013 Xxxx Xxxxxxx Date: 02/2020 Page: 9 of 16 payment under the Contract until the Works are completed. Upon completion of the Works, the Supplier shall pay to the Customer an amount calculated as follows:- ((b) + (c)) - (a), where:- (a) is the Price; (b) is the certified cost to the Customer of having the remainder of the Works completed plus any loss, damage or other expenses suffered or incurred by the Customer; and (c) is an amount equal to any amount already paid to the Supplier plus any sum due under Clause 5.. Version: 012 Xxxx Xxxxxxx Date: 04/2019 Page: 8 of 14 8.10 In the event that the Works are not completed by the Completion Date and such delay is as a result of default by the Customer, then the parties shall in good faith agree a new completion date allowing the Supplier a reasonable time, taking into account all circumstances, to complete the Works.

BREACH AND TERMINATION. 8.1 Without prejudice to any other remedies which may exist, either party may at its option suspend or terminate the Contract forthwith by written notice to the other if the other party is in material breach of any of its obligations hereunder and fails to remedy same within seven (7) days of receiving notice thereof in writing from the party thereby entitled Version: 013 Xxxx Xxxxxxx Date: 02/2020 Page: 8 of 16 to suspend or terminate the Contract. 8.2 The Customer shall be entitled to terminate the Contract forthwith without liability to the Supplier by giving notice to the Supplier at any time if: 8.2.1 the Supplier makes any voluntary arrangement with its creditors (within the meaning of the Insolvency Act 1986 or any re-enactment or modification of it) or, being an individual or firm, becomes bankrupt or, being a company, becomes subject to an administration order or goes into liquidation, otherwise than for the purpose of solvent amalgamation or reconstruction; 8.2.2 an encumbrancer takes possession of, or a receiver is appointed in respect of, any of the property or assets of the Supplier; 8.2.3 the Supplier ceases, or threatens to cease, to carry on business; or 8.2.4 The Customer reasonably apprehends that any of the events mentioned above is about to occur in relation to the Supplier and notifies the Supplier accordingly 8.3 Notwithstanding clauses 8.1 and 8.2, the Customer shall be entitled to terminate the Contract subject to giving fourteen (14) days’ prior written notice to the Supplier. In such circumstances, the Customer shall reimburse the Supplier such proportion of the Price as it is fair and reasonable to pay for the actual quantity of the Goods supplied, the Services provided and/or the Works completed as at the date of termination. 8.4 If the Goods are not delivered on the Delivery Date then, without prejudice to any other remedy, the Customer shall be entitled to deduct from the Price or (if the Customer has paid the Price) to claim from the Supplier by way of liquidated damages for delay, one per cent (1%) of the Price for every week’s delay, up to a maximum of ten per cent (10%) of the Price or such other liquidated damages as are specified in the Contract. In the event that delivery of the Goods is delayed for a period of four (4) weeks or more from the Delivery Date, the Customer may terminate the Contract in accordance with Clause 8.1. 8.5 Without prejudice to any other remedies which may exist, if any Goods are not supplied or do not comply with the terms and conditions of the Contract, then the Customer shall be entitled: 8.5.1 To require the Supplier to take action to repair or replace, as appropriate, within seven (7) days of receiving notice to such effect from the Customer in writing (or such longer period as may be specified in such notice) and to agree with the Customer a new date for completing the repair or replacement (as appropriate) as soon as possible; or 8.5.2 at the Customer’s sole discretion, if it is not practicable for the Supplier to comply with Clause 8.5.1 or if the Supplier has failed so to do, to treat the Contract as repudiated by the Supplier’s breach immediately following notice from the Customer and require the repayment of any part of the Price which has been paid, together with any sums payable under Clause 5. 8.6 On termination other than pursuant to Clause 8.4, title in all Goods paid for by the Customer, whether on or off the Site, shall vest in the Customer. 8.7 Subject to Clause 8.10, if the Works are not executed by the Completion Date, then, without prejudice to any other remedy, the Customer shall be entitled to deduct from the Price or (if the Customer has paid the Price) to claim from the Supplier by way of liquidated damages for delay one per cent (1%) of the Price for every one week’s delay, up to a maximum of ten per cent (10%) of the Price or such other liquidated damages as are specified in the Contract.. Version: 014 Xxxx Xxxxxxx Date: 08/2020 Page: 9 of 16 8.8 Subject to Clause 8.10, in the event that the Works are not executed within ten (10) weeks of the Completion Date, the Customer may terminate the Contract pursuant to Clause 8.1. 8.9 On termination, the Customer may itself take over the Works or make such arrangements as it considers necessary to have the Works completed otherwise than by the Supplier, who shall thereafter be excluded from further performance of the Works. In such event, the Customer shall cease to be obliged to make any further Version: 013 Xxxx Xxxxxxx Date: 02/2020 Page: 9 of 16 payment under the Contract until the Works are completed. Upon completion of the Works, the Supplier shall pay to the Customer an amount calculated as follows:- ((b) + (c)) - (a), where:- (a) is the Price; (b) is the certified cost to the Customer of having the remainder of the Works completed plus any loss, damage or other expenses suffered or incurred by the Customer; and (c) is an amount equal to any amount already paid to the Supplier plus any sum due under Clause 5. 8.10 In the event that the Works are not completed by the Completion Date and such delay is as a result of default by the Customer, then the parties shall in good faith agree a new completion date allowing the Supplier a reasonable time, taking into account all circumstances, to complete the Works.

BREACH AND TERMINATION. 8.1 Without prejudice to any other remedies which may exist, either party may at its option suspend 17.1 If the Client defaults in the due and punctual observe of all or terminate the Contract forthwith by written notice to the other if the other party is in material breach of any of its obligations hereunder obligations, warranties or covenants under the Agreement or these Terms and fails to remedy same within seven (7) days Conditions, dies, commits an act of receiving notice thereof in writing from the party thereby entitled Version: 013 Xxxx Xxxxxxx Date: 02/2020 Page: 8 of 16 to suspend bankruptcy, takes or terminate the Contract. 8.2 The Customer shall be entitled to terminate the Contract forthwith without liability to the Supplier by giving notice to the Supplier at have taken against it any time if: 8.2.1 the Supplier makes any voluntary arrangement with action for its creditors (within the meaning of the Insolvency Act 1986 winding up, is placed under official management, administration or any re-enactment or modification of it) orreceivership, being an individual or firm, becomes bankrupt or, being a company, becomes subject to an administration order or goes into liquidation, otherwise than for the purpose of solvent amalgamation or reconstruction; 8.2.2 an encumbrancer takes possession of, or a receiver is appointed in respect of, any of the property or assets of the Supplier; 8.2.3 the Supplier ceases, or threatens to cease, to carry on business; or 8.2.4 The Customer reasonably apprehends that any of the events mentioned above is about to occur in relation to the Supplier and notifies the Supplier accordingly 8.3 Notwithstanding clauses 8.1 and 8.2, the Customer shall be entitled to terminate the Contract subject to giving fourteen (14) days’ prior written notice to the Supplier. In such circumstances, the Customer shall reimburse the Supplier such proportion of the Price as it is fair and reasonable to pay for the actual quantity of the Goods supplied, the Services provided and/or the Works completed as at the date of termination. 8.4 If the Goods are not delivered on the Delivery Date then, then GSES may without prejudice to any other remedyright or remedies it has: 17.1.1 treat as discharged all or any obligation arising from any Agreement; 17.1.2 retain any security given or monies paid by the Client, including the Customer shall be entitled Deposit, and apply this in reduction of any sum of money owed or owing by the Client to deduct from GSES; and 17.1.3 take such steps as GSES may deem necessary in its sole discretion to mitigate its damages suffered including the Price putting to use, sale or (if disposal of any goods under the Customer has paid Agreement. 17.2 In addition to any other rights under the Price) to claim from the Supplier by way of liquidated damages for delayAgreement, one per cent (1%) of the Price for every week’s delay, up to a maximum of ten per cent (10%) of the Price or such other liquidated damages as are specified in the Contract. In the event that delivery of the Goods is delayed for a period of four (4) weeks or more from the Delivery Date, the Customer GSES may terminate the Contract Agreement by notice in accordance with Clause 8.1.writing to the Client immediately upon any one of the following events: 8.5 Without prejudice to any other remedies which may exist, if any Goods are not supplied 17.2.1 Any deliberate and substantial prevention of or do not comply interference with the terms and conditions provision of the Contract, then Services or progress thereof caused by the Customer shall be entitled:Client whether directly or indirectly; 8.5.1 To require the Supplier 17.2.2 Substantial damage to take action to repair or replace, as appropriate, within seven (7) days of receiving notice to such effect from the Customer in writing (or such longer period as may be specified in such notice) and to agree interference with the Customer a new date for completing Works or access thereto by any cause beyond the repair control of GSES including (but without limiting in any way the generality thereof) water, flood, fire, storm tempest, rioting, earthquake, civil commotion or replacement (as appropriate) as soon as possible; orindustrial action; 8.5.2 at 17.2.3 Any substantial breach of the Customer’s sole discretion, if it is not practicable Agreement or these Terms and Conditions by the Client; 17.2.4 If the Client shall make any assignment for the Supplier to comply benefit of or enter into any arrangement or composition with Clause 8.5.1 its creditors or go into liquidation (whether voluntary or compulsory except for the purpose of reconstruction or amalgamation) or have a receiver appointed or commit an act of bankruptcy or if a sequestration order is made against the Supplier has failed so to do, to treat the Contract as repudiated Client’s estate; 17.2.5 Any failure by the Supplier’s breach immediately following notice from the Customer and require the repayment of Client to pay any part of the Price which has been paid, together in accordance with any sums payable under Clause 5clause 6 herein. 8.6 On termination other than pursuant to Clause 8.4, title in all Goods paid for by 17.3 If the Customer, whether on or off Agreement is terminated: 17.3.1 the Site, shall vest in the Customer. 8.7 Subject to Clause 8.10, if the Works are not executed by the Completion Date, then, without prejudice to any other remedy, the Customer shall be entitled to deduct from the Price or (if the Customer has paid the Price) to claim from the Supplier by way of liquidated damages for delay one per cent (1%) of the Price for every one week’s delay, up to a maximum of ten per cent (10%) of the Price or such other liquidated damages as are specified in the Contract. 8.8 Subject to Clause 8.10, in the event that the Works are not executed within ten (10) weeks of the Completion Date, the Customer may terminate the Contract pursuant to Clause 8.1. 8.9 On termination, the Customer may itself take over the Works or make such arrangements as it considers necessary to have the Works completed otherwise than by the Supplier, who shall thereafter be excluded from further performance of the Works. In such event, the Customer shall cease to be obliged to make any further Version: 013 Xxxx Xxxxxxx Date: 02/2020 Page: 9 of 16 payment under the Contract until the Works are completed. Upon completion of the Works, the Supplier Client shall pay GSES for all Services provided by GSES, all work done by GSES, and all goods or materials used or procured by GSES and properly chargeable to the Customer an amount calculated as follows:- ((b) + (c)) - (a), where:- (a) is the Price; (b) is the certified cost to the Customer date of having the remainder of the Works completed plus any loss, damage or other expenses suffered or incurred by the Customertermination; and (c) is an amount equal to 17.3.2 GSES may retain any amount already security given or monies paid to by the Supplier plus Client, including the Deposit, and apply this in reduction of any sum due under Clause 5. 8.10 In the event that the Works are not completed of money owed or owing by the Completion Date and such delay is as a result of default by the Customer, then the parties shall in good faith agree a new completion date allowing the Supplier a reasonable time, taking into account all circumstances, Client to complete the WorksGSES pursuant to this clause 17.

BREACH AND TERMINATION. 8.1 Without prejudice to any other remedies which may exist, either party may at its option suspend or terminate the Contract forthwith by written notice to the other if the other party is in material breach of any of its obligations hereunder and fails to remedy same within seven (7) days of receiving notice thereof in writing from the party thereby entitled Version: 013 Xxxx Xxxxxxx Date: 02/2020 Page: 8 of 16 to suspend or terminate the Contract. 8.2 The Customer shall be entitled to terminate the Contract forthwith without liability to the Supplier by giving notice to the Supplier at any time if: 8.2.1 the Supplier makes any voluntary arrangement with its creditors (within the meaning of the Insolvency Act 1986 or any re-enactment or modification of it) or, being an individual or firm, becomes bankrupt or, being a company, becomes subject to an administration order or goes into liquidation, otherwise than for the purpose of solvent amalgamation or reconstruction; 8.2.2 an encumbrancer takes possession of, or a receiver is appointed in respect of, any of the property or assets of the Supplier; 8.2.3 the Supplier ceases, or threatens to cease, to carry on business; oror Version: 009 Xxxx Xxxxxxx Date: 19/10/2018 Page: 7 of 14 8.2.4 The Customer reasonably apprehends that any of the events mentioned above is about to occur in relation to the Supplier and notifies the Supplier accordingly 8.3 Notwithstanding clauses 8.1 and 8.2, the Customer shall be entitled to terminate the Contract subject to giving fourteen (14) days’ prior written notice to the Supplier. In such circumstances, the Customer shall reimburse the Supplier such proportion of the Price as it is fair and reasonable to pay for the actual quantity of the Goods supplied, the Services provided and/or the Works completed as at the date of termination. 8.4 If the Goods are not delivered on the Delivery Date then, without prejudice to any other remedy, the Customer shall be entitled to deduct from the Price or (if the Customer has paid the Price) to claim from the Supplier by way of liquidated damages for delay, one per cent (1%) of the Price for every week’s delay, up to a maximum of ten per cent (10%) of the Price or such other liquidated damages as are specified in the Contract. In the event that delivery of the Goods is delayed for a period of four (4) weeks or more from the Delivery Date, the Customer may terminate the Contract in accordance with Clause 8.1. 8.5 Without prejudice to any other remedies which may exist, if any Goods are not supplied or do not comply with the terms and conditions of the Contract, then the Customer shall be entitled: 8.5.1 To require the Supplier to take action to repair or replace, as appropriate, within seven (7) days of receiving notice to such effect from the Customer in writing (or such longer period as may be specified in such notice) and to agree with the Customer a new date for completing the repair or replacement (as appropriate) as soon as possible; or 8.5.2 at the Customer’s sole discretion, if it is not practicable for the Supplier to comply with Clause 8.5.1 or if the Supplier has failed so to do, to treat the Contract as repudiated by the Supplier’s breach immediately following notice from the Customer and require the repayment of any part of the Price which has been paid, together with any sums payable under Clause 5. 8.6 On termination other than pursuant to Clause 8.4, title in all Goods paid for by the Customer, whether on or off the Site, shall vest in the Customer. 8.7 Subject to Clause 8.10, if the Works are not executed by the Completion Date, then, without prejudice to any other remedy, the Customer shall be entitled to deduct from the Price or (if the Customer has paid the Price) to claim from the Supplier by way of liquidated damages for delay one per cent (1%) of the Price for every one week’s delay, up to a maximum of ten per cent (10%) of the Price or such other liquidated damages as are specified in the Contract. 8.8 Subject to Clause 8.10, in the event that the Works are not executed within ten (10) weeks of the Completion Date, the Customer may terminate the Contract pursuant to Clause 8.1. 8.9 On termination, the Customer may itself take over the Works or make such arrangements as it considers necessary to have the Works completed otherwise than by the Supplier, who shall thereafter be excluded from further performance of the Works. In such event, the Customer shall cease to be obliged to make any further Version: 013 Xxxx Xxxxxxx Date: 02/2020 Page: 9 of 16 payment under the Contract until the Works are completed. Upon completion of the Works, the Supplier shall pay to the Customer an amount calculated as follows:- ((b) + (c)) - (a), where:- (a) is the Price; (b) is the certified cost to the Customer of having the remainder of the Works completed plus any loss, damage or other expenses suffered or incurred by the Customer; and (c) is an amount equal to any amount already paid to the Supplier plus any sum due under Clause 5. 8.10 In the event that the Works are not completed by the Completion Date and such delay is as a result of default by the Customer, then the parties shall in good faith agree a new completion date allowing the Supplier a reasonable time, taking into account all circumstances, to complete the Works.

BREACH AND TERMINATION. 8.1 Without prejudice to any other remedies which may exist, either party may at its option suspend or terminate the Contract forthwith by written notice to the other if the other party is in material breach of any of its obligations hereunder and fails to remedy same within seven (7) days of receiving notice thereof in writing from the party thereby entitled Version: 013 Xxxx Xxxxxxx Date: 02/2020 Page: 8 of 16 to suspend or terminate the Contract. 8.2 The Customer shall be entitled to terminate the Contract forthwith without liability to the Supplier by giving notice to the Supplier at any time if: 8.2.1 the Supplier makes any voluntary arrangement with its creditors (within the meaning of the Insolvency Act 1986 or any re-enactment or modification of it) or, Version: 012 Xxxx Xxxxxxx Date: 04/2019 Page: 7 of 15 being an individual or firm, becomes bankrupt or, being a company, becomes subject to an administration order or goes into liquidation, otherwise than for the purpose of solvent amalgamation or reconstruction; 8.2.2 an encumbrancer takes possession of, or a receiver is appointed in respect of, any of the property or assets of the Supplier; 8.2.3 the Supplier ceases, or threatens to cease, to carry on business; or 8.2.4 The Customer reasonably apprehends that any of the events mentioned above is about to occur in relation to the Supplier and notifies the Supplier accordingly 8.3 Notwithstanding clauses 8.1 and 8.2, the Customer shall be entitled to terminate the Contract subject to giving fourteen (14) days’ prior written notice to the Supplier. In such circumstances, the Customer shall reimburse the Supplier such proportion of the Price as it is fair and reasonable to pay for the actual quantity of the Goods supplied, the Services provided and/or the Works completed as at the date of termination. 8.4 If the Goods are not delivered on the Delivery Date then, without prejudice to any other remedy, the Customer shall be entitled to deduct from the Price or (if the Customer has paid the Price) to claim from the Supplier by way of liquidated damages for delay, one per cent (1%) of the Price for every week’s delay, up to a maximum of ten per cent (10%) of the Price or such other liquidated damages as are specified in the Contract. In the event that delivery of the Goods is delayed for a period of four (4) weeks or more from the Delivery Date, the Customer may terminate the Contract in accordance with Clause 8.1. 8.5 Without prejudice to any other remedies which may exist, if any Goods are not supplied or do not comply with the terms and conditions of the Contract, then the Customer shall be entitled: 8.5.1 To require the Supplier to take action to repair or replace, as appropriate, within seven (7) days of receiving notice to such effect from the Customer in writing (or such longer period as may be specified in such notice) and to agree with the Customer a new date for completing the repair or replacement (as appropriate) as soon as possible; or 8.5.2 at the Customer’s sole discretion, if it is not practicable for the Supplier to comply with Clause 8.5.1 or if the Supplier has failed so to do, to treat the Contract as repudiated by the Supplier’s breach immediately following notice from the Customer and require the repayment of any part of the Price which has been paid, together with any sums payable under Clause 5. 8.6 On termination other than pursuant to Clause 8.4, title in all Goods paid for by the Customer, whether on or off the Site, shall vest in the Customer. 8.7 Subject to Clause 8.10, if the Works are not executed by the Completion Date, then, without prejudice to any other remedy, the Customer shall be entitled to deduct from the Price or (if the Customer has paid the Price) to claim from the Supplier by way of liquidated damages for delay one per cent (1%) of the Price for every one week’s delay, up to a maximum of ten per cent (10%) of the Price or such other liquidated damages as are specified in the Contract. 8.8 Subject to Clause 8.10, in the event that the Works are not executed within ten (10) weeks of the Completion Date, the Customer may terminate the Contract pursuant to Clause 8.1. 8.9 On termination, the Customer may itself take over the Works or make such arrangements as it considers necessary to have the Works completed otherwise than by the Supplier, who shall thereafter be excluded from further performance of the Works. In such event, the Customer shall cease to be obliged to make any further Version: 013 Xxxx Xxxxxxx Date: 02/2020 Page: 9 of 16 payment under the Contract until the Works are completed. Upon completion of the Works, the Supplier shall pay to the Customer an amount calculated as follows:- ((b) + (c)) - (a), where:- (a) is the Price; (b) is the certified cost to the Customer of having the remainder of the Works completed plus any loss, damage or other expenses suffered or incurred by the Customer; and (c) is an amount equal to any amount already paid to the Supplier plus any sum due under Clause 5.. Version: 012 Xxxx Xxxxxxx Date: 04/2019 Page: 8 of 15 8.10 In the event that the Works are not completed by the Completion Date and such delay is as a result of default by the Customer, then the parties shall in good faith agree a new completion date allowing the Supplier a reasonable time, taking into account all circumstances, to complete the Works.

BREACH AND TERMINATION. 8.1 Without prejudice to any other remedies which may exist, either party may at its option suspend or terminate the Contract forthwith by written notice to the other if the other party is in material breach of any of its obligations hereunder and fails to remedy same within seven (7) days of receiving notice thereof in writing from the party thereby entitled Version: 013 Xxxx Xxxxxxx Date: 02/2020 Page: 8 of 16 to suspend or terminate the Contract. 8.2 The Customer shall be entitled to terminate the Contract forthwith without liability to the Supplier by giving notice to the Supplier at any time if: 8.2.1 the Supplier makes any voluntary arrangement with its creditors (within the meaning of the Insolvency Act 1986 or any re-enactment or modification of it) or, being an individual or firm, becomes bankrupt or, being a company, becomes subject to an administration order or goes into liquidation, otherwise than for the purpose of solvent amalgamation or reconstruction; 8.2.2 an encumbrancer takes possession of, or a receiver is appointed in respect of, any of the property or assets of the Supplier; 8.2.3 the Supplier ceases, or threatens to cease, to carry on business; oror Version: 008 Xxxx Xxxxxxx Date: 06/08/2018 Page: 7 of 14 8.2.4 The Customer reasonably apprehends that any of the events mentioned above is about to occur in relation to the Supplier and notifies the Supplier accordingly 8.3 Notwithstanding clauses 8.1 and 8.2, the Customer shall be entitled to terminate the Contract subject to giving fourteen (14) days’ prior written notice to the Supplier. In such circumstances, the Customer shall reimburse the Supplier such proportion of the Price as it is fair and reasonable to pay for the actual quantity of the Goods supplied, the Services provided and/or the Works completed as at the date of termination. 8.4 If the Goods are not delivered on the Delivery Date then, without prejudice to any other remedy, the Customer shall be entitled to deduct from the Price or (if the Customer has paid the Price) to claim from the Supplier by way of liquidated damages for delay, one per cent (1%) of the Price for every week’s delay, up to a maximum of ten per cent (10%) of the Price or such other liquidated damages as are specified in the Contract. In the event that delivery of the Goods is delayed for a period of four (4) weeks or more from the Delivery Date, the Customer may terminate the Contract in accordance with Clause 8.1. 8.5 Without prejudice to any other remedies which may exist, if any Goods are not supplied or do not comply with the terms and conditions of the Contract, then the Customer shall be entitled: 8.5.1 To require the Supplier to take action to repair or replace, as appropriate, within seven (7) days of receiving notice to such effect from the Customer in writing (or such longer period as may be specified in such notice) and to agree with the Customer a new date for completing the repair or replacement (as appropriate) as soon as possible; or 8.5.2 at the Customer’s sole discretion, if it is not practicable for the Supplier to comply with Clause 8.5.1 or if the Supplier has failed so to do, to treat the Contract as repudiated by the Supplier’s breach immediately following notice from the Customer and require the repayment of any part of the Price which has been paid, together with any sums payable under Clause 5. 8.6 On termination other than pursuant to Clause 8.4, title in all Goods paid for by the Customer, whether on or off the Site, shall vest in the Customer. 8.7 Subject to Clause 8.10, if the Works are not executed by the Completion Date, then, without prejudice to any other remedy, the Customer shall be entitled to deduct from the Price or (if the Customer has paid the Price) to claim from the Supplier by way of liquidated damages for delay one per cent (1%) of the Price for every one week’s delay, up to a maximum of ten per cent (10%) of the Price or such other liquidated damages as are specified in the Contract. 8.8 Subject to Clause 8.10, in the event that the Works are not executed within ten (10) weeks of the Completion Date, the Customer may terminate the Contract pursuant to Clause 8.1. 8.9 On termination, the Customer may itself take over the Works or make such arrangements as it considers necessary to have the Works completed otherwise than by the Supplier, who shall thereafter be excluded from further performance of the Works. In such event, the Customer shall cease to be obliged to make any further Version: 013 Xxxx Xxxxxxx Date: 02/2020 Page: 9 of 16 payment under the Contract until the Works are completed. Upon completion of the Works, the Supplier shall pay to the Customer an amount calculated as follows:- ((b) + (c)) - (a), where:- (a) is the Price; (b) is the certified cost to the Customer of having the remainder of the Works completed plus any loss, damage or other expenses suffered or incurred by the Customer; and (c) is an amount equal to any amount already paid to the Supplier plus any sum due under Clause 5. 8.10 In the event that the Works are not completed by the Completion Date and such delay is as a result of default by the Customer, then the parties shall in good faith agree a new completion date allowing the Supplier a reasonable time, taking into account all circumstances, to complete the Works.

BREACH AND TERMINATION. 8.1 Without prejudice to any other remedies which may exist, either party may at its option suspend or terminate the Contract forthwith by written notice to the other if the other party is in material breach of any of its obligations hereunder and fails to remedy same within seven (7) days of receiving notice thereof in writing from the party thereby entitled Version: 013 Xxxx Xxxxxxx Date: 02/2020 Page: 8 of 16 to suspend or terminate the Contract. 8.2 The Customer shall be entitled to terminate the Contract forthwith without liability to the Supplier by giving notice to the Supplier at any time if: 8.2.1 the Supplier makes any voluntary arrangement with its creditors (within the meaning of the Insolvency Act 1986 or any re-enactment or modification of it) or, being an individual or firm, becomes bankrupt or, being a company, becomes subject to an administration order or goes into liquidation, otherwise than for the purpose of solvent amalgamation or reconstruction; 8.2.2 an encumbrancer takes possession of, or a receiver is appointed in respect of, any of the property or assets of the Supplier; 8.2.3 the Supplier ceases, or threatens to cease, to carry on business; oror Version: 011 Xxxx Xxxxxxx Date: 07/01/2019 Page: 7 of 14 8.2.4 The Customer reasonably apprehends that any of the events mentioned above is about to occur in relation to the Supplier and notifies the Supplier accordingly 8.3 Notwithstanding clauses 8.1 and 8.2, the Customer shall be entitled to terminate the Contract subject to giving fourteen (14) days’ prior written notice to the Supplier. In such circumstances, the Customer shall reimburse the Supplier such proportion of the Price as it is fair and reasonable to pay for the actual quantity of the Goods supplied, the Services provided and/or the Works completed as at the date of termination. 8.4 If the Goods are not delivered on the Delivery Date then, without prejudice to any other remedy, the Customer shall be entitled to deduct from the Price or (if the Customer has paid the Price) to claim from the Supplier by way of liquidated damages for delay, one per cent (1%) of the Price for every week’s delay, up to a maximum of ten per cent (10%) of the Price or such other liquidated damages as are specified in the Contract. In the event that delivery of the Goods is delayed for a period of four (4) weeks or more from the Delivery Date, the Customer may terminate the Contract in accordance with Clause 8.1. 8.5 Without prejudice to any other remedies which may exist, if any Goods are not supplied or do not comply with the terms and conditions of the Contract, then the Customer shall be entitled: 8.5.1 To require the Supplier to take action to repair or replace, as appropriate, within seven (7) days of receiving notice to such effect from the Customer in writing (or such longer period as may be specified in such notice) and to agree with the Customer a new date for completing the repair or replacement (as appropriate) as soon as possible; or 8.5.2 at the Customer’s sole discretion, if it is not practicable for the Supplier to comply with Clause 8.5.1 or if the Supplier has failed so to do, to treat the Contract as repudiated by the Supplier’s breach immediately following notice from the Customer and require the repayment of any part of the Price which has been paid, together with any sums payable under Clause 5. 8.6 On termination other than pursuant to Clause 8.4, title in all Goods paid for by the Customer, whether on or off the Site, shall vest in the Customer. 8.7 Subject to Clause 8.10, if the Works are not executed by the Completion Date, then, without prejudice to any other remedy, the Customer shall be entitled to deduct from the Price or (if the Customer has paid the Price) to claim from the Supplier by way of liquidated damages for delay one per cent (1%) of the Price for every one week’s delay, up to a maximum of ten per cent (10%) of the Price or such other liquidated damages as are specified in the Contract. 8.8 Subject to Clause 8.10, in the event that the Works are not executed within ten (10) weeks of the Completion Date, the Customer may terminate the Contract pursuant to Clause 8.1. 8.9 On termination, the Customer may itself take over the Works or make such arrangements as it considers necessary to have the Works completed otherwise than by the Supplier, who shall thereafter be excluded from further performance of the Works. In such event, the Customer shall cease to be obliged to make any further Version: 013 Xxxx Xxxxxxx Date: 02/2020 Page: 9 of 16 payment under the Contract until the Works are completed. Upon completion of the Works, the Supplier shall pay to the Customer an amount calculated as follows:- ((b) + (c)) - (a), where:- (a) is the Price; (b) is the certified cost to the Customer of having the remainder of the Works completed plus any loss, damage or other expenses suffered or incurred by the Customer; and (c) is an amount equal to any amount already paid to the Supplier plus any sum due under Clause 5. 8.10 In the event that the Works are not completed by the Completion Date and such delay is as a result of default by the Customer, then the parties shall in good faith agree a new completion date allowing the Supplier a reasonable time, taking into account all circumstances, to complete the Works.

BREACH AND TERMINATION. 8.1 Without prejudice to any other remedies which 15.1 The Purchaser may exist, either party may at its option suspend or terminate the Contract forthwith contract by written notice to the other Supplier: (a) in its absolute discretion at any time up to and including 14 days prior to the date of delivery/acceptance stated in the Contract; (b) if the other party Services are not supplied by the time(s) stipulated in the Contract, as varied pursuant to clause 6; (c) if the Supplier is in material breach of any a term of its obligations hereunder the Contract and fails to remedy same the breach within seven (7) 7 days of receiving the receipt by it of a notice thereof in writing from the party thereby entitled Version: 013 Xxxx Xxxxxxx Date: 02/2020 Page: 8 of 16 to suspend or terminate Purchaser specifying the Contract. 8.2 The Customer shall be entitled to terminate the Contract forthwith without liability to breach and requiring the Supplier by giving notice to remedy it; (d) if the Purchaser is of the reasonable opinion that the Supplier at any time if:is unable or unwilling to comply with its obligations under the contract with due diligence or in a competent manner; or 8.2.1 (e) if the Supplier becomes bankrupt or makes any voluntary an assignment of its estate for the benefit of its creditors or makes a composition or other arrangement with its creditors (within the meaning of the Insolvency Act 1986 or any re-enactment or modification of it) or, being an individual or firm, becomes bankrupt orif, being a company, becomes subject to an administration order or the Supplier goes into liquidation, otherwise than liquidation whether voluntary or compulsory (except for the purpose purposes of solvent amalgamation reconstruction) or reconstruction; 8.2.2 an encumbrancer takes possession of, or has a receiver is appointed in respect of, over all or any of its assets or if any person or corporation goes into possession of or appoints an agent overall of any of the property or assets of the Supplier;. 8.2.3 the 15.2 The Supplier ceases, may suspend or threatens to cease, to carry on business; or 8.2.4 The Customer reasonably apprehends that any of the events mentioned above is about to occur in relation to the Supplier and notifies the Supplier accordingly 8.3 Notwithstanding clauses 8.1 and 8.2, the Customer shall be entitled to terminate the Contract subject to contract: (a) upon giving fourteen (14) days’ 30 days prior written notice to the Supplier. In such circumstances, the Customer shall reimburse the Supplier such proportion of the Price as it is fair and reasonable to pay for the actual quantity of the Goods supplied, the Services provided and/or the Works completed as at the date of termination. 8.4 If the Goods are not delivered on the Delivery Date then, without prejudice to any other remedy, the Customer shall be entitled to deduct from the Price or (if the Customer has paid the Price) to claim from the Supplier by way of liquidated damages for delay, one per cent (1%) of the Price for every week’s delay, up to a maximum of ten per cent (10%) of the Price or such other liquidated damages as are specified in the Contract. In the event that delivery of the Goods is delayed for a period of four (4) weeks or more from the Delivery Date, the Customer may terminate the Contract in accordance with Clause 8.1. 8.5 Without prejudice to any other remedies which may exist, if any Goods are not supplied or do not comply with the terms and conditions of the Contract, then the Customer shall be entitled: 8.5.1 To require the Supplier to take action to repair or replace, as appropriate, within seven (7) days of receiving notice to such effect from the Customer in writing (or such longer period as may be specified in such notice) and to agree with the Customer a new date for completing the repair or replacement (as appropriate) as soon as possible; or 8.5.2 at the Customer’s sole discretion, if it is not practicable for the Supplier to comply with Clause 8.5.1 or if the Supplier has failed so to do, to treat the Contract as repudiated by the Supplier’s breach immediately following notice from the Customer and require the repayment of any part of the Price which has been paid, together with any sums payable under Clause 5. 8.6 On termination other than pursuant to Clause 8.4, title in all Goods paid for by the Customer, whether on or off the Site, shall vest in the Customer. 8.7 Subject to Clause 8.10, if the Works are not executed by the Completion Date, then, without prejudice to any other remedy, the Customer shall be entitled to deduct from the Price or (if the Customer has paid the Price) to claim from the Supplier by way of liquidated damages for delay one per cent (1%) of the Price for every one week’s delay, up to a maximum of ten per cent (10%) of the Price or such other liquidated damages as are specified in the Contract. 8.8 Subject to Clause 8.10, Purchaser in the event that the Works are not executed within ten (10) weeks Purchaser breaches a material term of the Completion Date, the Customer may terminate the Contract pursuant contract and fails to Clause 8.1. 8.9 On termination, the Customer may itself take over the Works or make remedy such arrangements as it considers necessary to have the Works completed otherwise than by the Supplier, who shall thereafter be excluded from further performance default within 14 days notice of the Works. In such event, the Customer shall cease to be obliged to make any further Version: 013 Xxxx Xxxxxxx Date: 02/2020 Page: 9 of 16 payment under the Contract until the Works are completed. Upon completion of the Works, the Supplier shall pay to the Customer an amount calculated as follows:- ((b) + (c)) - (a), where:- (a) is the Price;default; or (b) is if the certified cost Purchaser becomes goes into liquidation whether voluntary or compulsory (except for the purposes of reconstruction) or has a receiver appointed over all or any of its assets or if any person or corporation goes into possession of or appoints an agent overall of any of the assets of the Purchaser. 15.3 Termination of the contract pursuant to this clause shall be without prejudice to the Customer rights of having the remainder of the Works completed plus any loss, damage or other expenses suffered or incurred by the Customer; and (c) is an amount equal either party accruing prior to any amount already paid to the Supplier plus any sum due under Clause 5termination. 8.10 In the event that the Works are not completed by the Completion Date and such delay is as a result of default by the Customer, then the parties shall in good faith agree a new completion date allowing the Supplier a reasonable time, taking into account all circumstances, to complete the Works.