Common use of Changes and Termination Clause in Contracts

Changes and Termination. (a) The Company shall have the right, in its sole discretion, to terminate the Contract if the Purchaser: (i) is unable to pay its debts generally as and when they become due; (ii) is the subject of a legal process declaring it insolvent, or a petition is filed, a notice is given, a resolution is passed or an order is made in connection with the winding up of the Purchaser, or an application is made to court, or an order is made for the appointment of an administrator, or a notice of intention to appoint an administrator is given; (iii) suspends, ceases or threatens to cease carrying on all or substantially the whole of its business; (iv) commits any breach of the Contract which is (a) incapable of remedy (as reasonably determined by the Company); or (b) not remedied within 14 days of the date of the breach. (b) On termination of the Contract for any reason, the Purchaser shall immediately pay to the Company all of the Company’s outstanding unpaid invoices, and in respect of Goods, Services and Software supplied for which no invoice has been submitted, the Company shall submit an invoice which shall be payable by the Purchaser immediately on receipt. The accrued rights and remedies of the Company at termination shall not be affected, including without limitation the right to claim damages in respect of any breach which existed at or before the date of termination. (c) The Purchaser may make a written request for amendment or modification of the Contract. If a request for amendment or modification is accepted by the Company, and any changes cause an increase or decrease in the cost of, or the time required for, the performance of any work under the Contract an equitable adjustment shall be made in the price or delivery schedule, or both, and the Contract shall be modified in writing accordingly. (d) The Purchaser is not entitled to cancel or terminate the Contract without the Company’s prior written approval, which shall be entirely at the Company’s sole discretion. If the Purchaser’s written request for cancellation or termination is accepted by the Company, equitable provision shall be made to the Company for a recoupment of all costs incurred or committed to under the Contract and for reasonable overhead and profit based on time and costs expended. The Contract shall continue in effect until such time as payment is received. If the Company accepts the Purchaser’s request to cancel or terminate the Contract at the Company’s discretion, the Company shall not be obligated to refund any amounts paid in advance of delivery for Goods, Software or Services. (e) If the Purchaser fails to take delivery of the Goods and such failure continues for a period of more than one month beyond the agreed delivery date, the Company may, at its option, treat such failure as a request for termination of the Contract and may dispose of the Goods as it sees fit. In such event, the Company shall be entitled to recover all costs incurred or committed to under the Contract and for reasonable overhead and profit based on time and costs expended. (f) If the Contract refers to or contains separately priced line items for certain, specified Services, other than Training Services, in relation to which Condition 15 shall apply, the Purchaser shall forfeit any related payment(s) made in advance of delivery or completion of the relevant Services. (g) Where no advance payment has been made for Goods, Services and/or Software, the Company shall be entitled to charge a cancellation fee of not less than 30% of the relevant line-item price in the event that the Company accepts the Purchaser’s cancellation of such Goods, Services and/or Software, payable by the Purchaser within 30 days net of invoice date.

Changes and Termination. (Buyer may by written change order make any changes in this purchase order, including additions of or deletions from the quantities ordered or in the designs, specifications, or delivery schedules. If any change affects the amount due or the time of performance hereunder, Seller shall notify Buyer within 5 days and not proceed with the work until Xxxxx confirms in writing that the change should be implemented. Seller shall then submit a proposal within 20 days detailing the impact of the change. Upon negotiation, Buyer shall then make an equitable adjustment in the purchase price or delivery schedule. Any exchange of information or advice between the parties shall not authorize Seller to change the goods or services purchased hereunder or the provisions of this purchase order unless incorporated as a written change order in accordance with this section. Buyer may at any time by a written change order, terminate this purchase order for convenience as to all or any portion of the goods then not shipped or services not performed, subject to an equitable adjustment between the parties as to any work or materials then in progress, provided that such adjustment shall not include any cost with respect to any goods which are Seller’s standard stock. Buyer may, by written notice of default to the Seller, terminate this order in whole or in part if the Seller fails to: a) The Company deliver the supplies or to perform the services within the time specified in this order or any extension; b) make progress so as to endanger performance of this order (unless a force majeure condition exists as specified in Section 8); or c) perform any of the other provisions of this order. Buyer’s right to terminate for default may be exercised if the Seller does not cure such failure within ten (10) days after receipt of the notice from the Buyer specifying the failure. If the Buyer terminates this order for default in whole or in part, Buyer may acquire, under the terms and in the manner the Buyer considers appropriate, supplies or services similar to those terminated, and the Seller shall have be liable for any excess costs for those supplies or services. However, the rightSeller shall continue the work not terminated. If this order is terminated for default, the Buyer may require the Seller to transfer title and deliver to the Buyer any (1) completed supplies, and (2) partially completed supplies and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (collectively referred to as “manufacturing materials” in this clause) that the Seller has specifically produced or acquired for the terminated portion of this contract. Upon direction of the Buyer, the Seller shall also protect and preserve property in its sole discretionpossession in which the Buyer has an interest. The Buyer shall pay contract price for completed supplies delivered and accepted. The Seller and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted and for the protection and preservation of the property. The Buyer may withhold from these amounts any sum the Buyer determines to be necessary to protect the Buyer against loss because of outstanding liens or claims of former lien holders. If, to terminate after termination for default, it is determined that the Contract Seller was not in default, or that the default was excusable, the rights and obligations of the parties shall be the same as if the Purchaser: (i) is unable to pay its debts generally as and when they become due; (ii) is termination had been issued for the subject of a legal process declaring it insolvent, or a petition is filed, a notice is given, a resolution is passed or an order is made in connection with the winding up convenience of the Purchaser, or an application is made to court, or an order is made for the appointment of an administrator, or a notice of intention to appoint an administrator is given; (iii) suspends, ceases or threatens to cease carrying on all or substantially the whole of its business; (iv) commits any breach of the Contract which is (a) incapable of remedy (as reasonably determined by the Company); or (b) not remedied within 14 days of the date of the breach. (b) On termination of the Contract for any reason, the Purchaser shall immediately pay to the Company all of the Company’s outstanding unpaid invoices, and in respect of Goods, Services and Software supplied for which no invoice has been submitted, the Company shall submit an invoice which shall be payable by the Purchaser immediately on receiptBuyer. The accrued rights and remedies of the Company at termination shall not be affected, including without limitation the right Buyer in this clause are in addition to claim damages in respect of any breach which existed at other rights and remedies provided by law or before the date of terminationunder this order. (c) The Purchaser may make a written request for amendment or modification of the Contract. If a request for amendment or modification is accepted by the Company, and any changes cause an increase or decrease in the cost of, or the time required for, the performance of any work under the Contract an equitable adjustment shall be made in the price or delivery schedule, or both, and the Contract shall be modified in writing accordingly. (d) The Purchaser is not entitled to cancel or terminate the Contract without the Company’s prior written approval, which shall be entirely at the Company’s sole discretion. If the Purchaser’s written request for cancellation or termination is accepted by the Company, equitable provision shall be made to the Company for a recoupment of all costs incurred or committed to under the Contract and for reasonable overhead and profit based on time and costs expended. The Contract shall continue in effect until such time as payment is received. If the Company accepts the Purchaser’s request to cancel or terminate the Contract at the Company’s discretion, the Company shall not be obligated to refund any amounts paid in advance of delivery for Goods, Software or Services. (e) If the Purchaser fails to take delivery of the Goods and such failure continues for a period of more than one month beyond the agreed delivery date, the Company may, at its option, treat such failure as a request for termination of the Contract and may dispose of the Goods as it sees fit. In such event, the Company shall be entitled to recover all costs incurred or committed to under the Contract and for reasonable overhead and profit based on time and costs expended. (f) If the Contract refers to or contains separately priced line items for certain, specified Services, other than Training Services, in relation to which Condition 15 shall apply, the Purchaser shall forfeit any related payment(s) made in advance of delivery or completion of the relevant Services. (g) Where no advance payment has been made for Goods, Services and/or Software, the Company shall be entitled to charge a cancellation fee of not less than 30% of the relevant line-item price in the event that the Company accepts the Purchaser’s cancellation of such Goods, Services and/or Software, payable by the Purchaser within 30 days net of invoice date.

Changes and Termination. (a) The Company shall have the right, in its sole discretion, to terminate the Contract if the Purchaser: (i) is unable to pay its debts generally as and when they become due; (ii) is the subject of a legal process declaring it insolvent, or a petition is filed, a notice is given, a resolution is passed or an order is made in connection with the winding up of the Purchaser, or an application is made to court, or an order is made for the appointment of an administrator, or a notice of intention to appoint an administrator is given; (iii) suspends, ceases or threatens to cease carrying on all or substantially the whole of its business; (iv) commits any breach of the Contract which is (a) incapable of remedy (as reasonably determined by the Company); or (b) not remedied within 14 fourteen (14) calendar days of the date of the breach. (b) On termination of the Contract for any reason, the Purchaser shall immediately pay to the Company all of the Company’s outstanding unpaid invoices, and in respect of Goods, Services and Software supplied for which no invoice has been submitted, the Company shall submit an invoice which shall be payable by the Purchaser immediately on receipt. The accrued rights and remedies of the Company at termination shall not be affected, including without limitation the right to claim damages in respect of any breach which existed at or before the date of termination. (c) The Purchaser may make a written request for amendment or modification of the Contract. If a request for amendment or modification is accepted by the Company, and any changes cause an increase or decrease in the cost of, or the time required for, the performance of any work under the Contract an equitable adjustment shall be made in the price or delivery schedule, or both, and the Contract shall be modified in writing accordingly. (d) The Purchaser is not entitled to cancel or terminate the Contract without the Company’s prior written approval, which shall be entirely at the Company’s sole discretion. If the Purchaser’s written request for cancellation or termination is accepted by the Company, equitable provision shall be made to the Company for a recoupment of all costs incurred or committed to under the Contract and for reasonable overhead and profit based on time and costs expended. The Contract shall continue in effect until such time as payment is received. If the Company accepts the Purchaser’s request to cancel or terminate the Contract at the Company’s discretion, the Company shall not be obligated to refund any amounts paid in advance of delivery for Goods, Software or Services. (e) If the Purchaser fails to take delivery of the Goods and such failure continues for a period of more than one (1) month beyond the agreed delivery date, the Company may, at its option, treat such failure as a request for termination of the Contract and may dispose of the Goods as it sees fit. In such event, the Company shall be entitled to recover all costs incurred or committed to under the Contract and for reasonable overhead and profit based on time and costs expended. (f) If the Contract refers to or contains separately priced line items for certain, specified Services, other than Training Services, in relation to which Condition 15 shall apply, the Purchaser shall forfeit any related payment(s) made in advance of delivery or completion of the relevant Services. (g) Where no advance payment has been made for Goods, Services and/or Software, the Company shall be entitled to charge a cancellation fee of not less than thirty percent (30% %) of the relevant line-item price in the event that the Company accepts the Purchaser’s cancellation of such Goods, Services and/or Software, payable by the Purchaser within 30 thirty (30) calendar days net of invoice date.