Common use of Cancellation and Rescission Clause in Contracts

Cancellation and Rescission. 19.1. In the event that a Contract has been entered into for an indefinite period of time and is, due to its nature and content, not discharged by performance, the Company may cancel it by means of notice of termination in Written Form. If no provision has been included in the Contract as to a notice period, a reasonable notice period with a maximum duration of 1 month must be observed in the termination. In connection with cancelation by way of giving notice, the Company shall never be required to pay any damages. 19.2. In all cases where the Company rescinds or cancels a Contract, the Supplier shall be obligated to reimburse the Company for all damages, costs and loss of earnings, including but not limited to the costs of recovery and the costs of legal and other advice, and to deliver to the Company all Purchased Goods which have already been paid. The Purchased Goods shall continue to be for the risk of the Supplier until Delivery of such Purchased Goods has been made. In the event of rescission of the Contract by the Supplier, the Company shall not be required to make any compensation for damages and/or loss of earnings on the part of the Supplier. 19.3. Notwithstanding its right to claim damages, the Company may cancel the Contract in whole or in part with immediate effect by giving notice of termination, without a (prior) default notice being required, by which all the Company's claims, both current and future, shall be immediately due and payable in full in the event that: (i) cessation of payments is granted to the Supplier, whether or not provisionally, (ii) an application is made for the bankruptcy of the Supplier, (iii) the Supplier's business is terminated or liquidated, (iv) the Supplier is in breach of its obligations under the Contract(s) or the Purchasing Terms or does not fulfil these obligations properly, (v) goods belonging to or intended for the Company have been seized and/or (vi) a change takes place in the ownership or control of the Supplier's business, or when the Supplier is involved in or is the subject of a merger, demerger or division, or some comparable procedure (whereby in such cases the Supplier is obliged to inform the Company thereof without undue delay). 19.4. In the event that a Contract is cancelled in full or in part the Company may, at its sole discretion: (i) return the Purchased Goods that have already been delivered but cannot or can no longer be used, at the Supplier’s expense and risk and recover any payments made in that respect from the Supplier, (ii) further execute the Contract itself or have it executed by third parties, after notification In Writing to the Supplier, by using the Products already delivered by the Supplier, the costs of which shall be for the Supplier. 19.5. All clauses in the Contract or the Purchasing Terms which expressly or impliedly have effect after termination shall continue to be enforceable notwithstanding termination of the Contract.

Cancellation and Rescission. 19.1. In the event that a Contract has been entered into for an indefinite period of time and ishas, due to its nature and content, not discharged by performance, been fulfilled the Company may cancel it by means of notice of termination in Written Form. If no provision has been included in the Contract as to a notice period, a reasonable notice period with a maximum duration of not exceeding 1 month must be observed in the termination. In connection with cancelation by way of giving notice, the Company shall never be required to pay any damages. 19.2. In all cases where the Company rescinds or cancels a Contract, the Supplier shall be obligated to reimburse the Company for all damages, costs and loss of earnings, including but not limited to the costs of recovery and the costs of legal and other advice, and to deliver to the Company all Purchased Goods which have already been paid. The Purchased Goods shall continue to be for the risk of the Supplier until Delivery of such Purchased Goods has been made. In the event of rescission of the Contract by the Supplier, the Company shall not be required to make any compensation for damages and/or loss of earnings on the part of the Supplier. 19.3. Notwithstanding its right to claim damages, the Company may cancel the Contract in whole or in part with immediate effect by giving notice of termination, without a (prior) default notice being required, by which all the Company's claims, both current and future, shall be immediately due and payable in full in the event that: (i) cessation of payments is granted to the Supplier, whether or not provisionally, (ii) an application is made for the bankruptcy of the Supplier, (iii) the Supplier's business is terminated or liquidated, (iv) the Supplier is in breach of its obligations under the Contract(s) or the Purchasing Terms or does not fulfil these obligations properly, (v) goods belonging to or intended for the Company have been seized and/or (vi) a change takes place in the ownership or control of the Supplier's business, or when the Supplier is involved in or is the subject of a merger, demerger or division, or some comparable procedure (whereby in such cases the Supplier is obliged to inform the Company thereof without undue delay). 19.4. In the event that a Contract is cancelled in full or in part the Company may, at its sole discretion: (i) return the Purchased Goods that have already been delivered but cannot or can no longer be used, at the Supplier’s expense and risk and recover any payments made in that respect from the Supplier, (ii) further execute the Contract itself or have it executed by third parties, after notification In Writing to the Supplier, by using the Products already delivered by the Supplier, the costs of which shall be for the Supplier. 19.5. All clauses in the Contract or the Purchasing Terms which expressly or impliedly have effect after termination shall continue to be enforceable notwithstanding termination of the Contract.