Default and Termination for Cause. SJRA may also terminate this Order, or any part of it, for cause in the event of any default by Seller. Without limiting the generality of the foregoing, Seller’s failure to comply with any of the terms and conditions of this Order, late deliveries, deliveries of products which are defective or which do not conform to the requirements of this Order, breach of any warranty or failure to provide SJRA, upon request, with adequate assurances of future performance shall all be defaults allowing SJRA to terminate this Order for cause. If at any time it becomes apparent that the Goods cannot be delivered within the time specified in this Order, notice thereof must be given immediately by Seller to SJRA by courier, overnight delivery, facsimile or telegraph, to the address shown on the face of the Order, together with advice as to the best possible delivery date. It is agreed that upon any such notice, or in the event, with or without such notice, it becomes impossible for Seller to deliver the Goods within the time specified herein, such notice or event shall constitute an anticipatory repudiation of this Order. In the event of default or an anticipatory repudiation of this Order, SJRA may elect: (i) to terminate this Order, in whole or in part, and, if SJRA so chooses, SJRA shall have the right to effect cover and may proceed to purchase Goods in substitution for that due under this Order, in which event, Seller shall be liable to SJRA for the difference between the cost of such substitution and the prices under this Order, together with all incidental and consequential loss or damages incurred by SJRA; (ii) to notify Seller of the default and require Seller to correct the same, in which case the Seller shall remedy the same without expense or liability on the part of SJRA and shall further pay SJRA all incidental and consequential loss or damages resulting therefrom;
Appears in 2 contracts
Samples: Annual Agreement for Delivering Water Treatment Chemicals, Purchase Order Agreement
Default and Termination for Cause. SJRA may also terminate this Order, or any part of it, for cause in the event of any default by SellerSupplier. Without limiting the generality of the foregoing, SellerSupplier’s failure to comply with any of the terms and conditions of this Order, late deliveries, deliveries of products which are defective defective, or which do not conform to the requirements of this Order, breach of any warranty or failure to provide SJRA, upon request, with adequate assurances of future performance shall all be defaults allowing SJRA to terminate this Order for cause. If at any time time, it becomes apparent that the Goods cannot be delivered within the time specified in this Order, ; notice thereof must be given immediately by Seller Supplier to SJRA by courier, overnight delivery, facsimile or telegraph, to the address shown on the face of the Order, together with advice as to the best possible delivery date. It is agreed that upon any such notice, or in the event, with or without such notice, it becomes impossible for Seller Supplier to deliver the Goods within the time specified herein, such notice or event shall constitute an anticipatory repudiation of this Order. In the event of default or an anticipatory repudiation of this Order, SJRA may elect: (i) to terminate this Order, in whole or in part, and, if SJRA so chooses, SJRA shall have the right to effect cover and may proceed to purchase Goods in substitution for that due under this Order, in which event, Seller Supplier shall be liable to SJRA for the difference between the cost of such substitution and the prices under this Order, together with all incidental and consequential loss or damages incurred by SJRA; (ii) to notify Seller Supplier of the default and require Seller Supplier to correct the same, in which case the Seller Supplier shall remedy the same without expense or liability on the part of SJRA and shall further pay SJRA all incidental and consequential loss or damages resulting therefrom;(iii) to proceed upon forty eight (48) hours’ notice to Supplier to cure and correct the default without liability on the part of the SJRA, in which event Supplier shall reimburse SJRA for the cost of curing and correcting such default, and all incidental and consequential loss or damages incurred by SJRA resulting therefrom;; or (iv) to return any defective or non-conforming Goods and, at SJRA's option, Supplier shall either refund to SJRA the money and other consideration paid by SJRA for said defective or non-conforming Goods or furnish substitute Goods subject to the terms and conditions of this Order, and in either event Supplier shall reimburse SJRA for the cost of returning said defective or non- conforming Goods and all incidental and consequential loss or damages incurred by SJRA resulting therefrom. In the event of termination for cause, SJRA shall not be liable to Supplier for any amount (except for conforming Goods already received and accepted by SJRA as satisfactory to the extent the price for such conforming Goods exceeds SJRA’s costs and damages incurred because of such default). If it should be determined that SJRA has improperly terminated this contract for default, such termination shall be deemed a termination for convenience. It is recognized that if Supplier becomes a debtor in any voluntary or involuntary bankruptcy proceeding, makes a general assignment for the benefit of creditors, or if a receiver is appointed on account of its insolvency or otherwise, such events could seriously impair or frustrate Supplier’s performance. Accordingly, it is agreed that should any of the foregoing events take place, Supplier shall notify SJRA in writing within forty-eight (48) hours of the event. Further, it is agreed that upon occurrence of any one or more such events, SJRA shall be entitled to request of Supplier or its successors, trustees or receivers, adequate assurance of future performance. In the event such adequate assurances are not given to the satisfaction of SJRA within seventy-two (72) hours of such request, SJRA shall have the right to immediately invoke the remedies of this section and as provided by law. Pending receipt of such adequate assurances of such future performance, SJRA may proceed to affect its remedies on a temporary basis and deduct the costs of same from any amount due or thereafter to become due to Supplier under this Order or any other agreement with Supplier. In this regard, Supplier and SJRA agree and stipulate that delays in the delivery of the Goods could result in more damages to SJRA than would be sustained if SJRA failed to exercise such remedies.
Appears in 1 contract
Samples: Purchase Order Agreement
Default and Termination for Cause. SJRA LNVA may also terminate this Order, or any part of it, for cause in the event of any default by Seller. Without limiting the generality of the foregoing, Seller’s failure to comply with any of the terms and conditions of this Order, late deliveries, deliveries of products which are defective or which do not conform to the requirements of this Order, breach of any warranty or failure to provide SJRALNVA, upon request, with adequate assurances of future performance shall all be defaults allowing SJRA LNVA to terminate this Order for cause. If at any time time, it becomes apparent that the Goods cannot be delivered within the time specified in this Order, notice thereof must be given immediately by Seller to SJRA LNVA by courier, overnight delivery, facsimile or telegraph, to the address shown on the face of the Order, together with advice as to the best possible delivery date. It is agreed that upon any such notice, or in the event, with or without such notice, it becomes impossible for Seller to deliver the Goods within the time specified herein, such notice or event shall constitute an anticipatory repudiation of this Order. In the event of default or an anticipatory repudiation of this Order, SJRA LNVA may elect: (i) to terminate this Order, in whole or in part, and, if SJRA LNVA so chooses, SJRA LNVA shall have the right to effect cover and may proceed to purchase Goods in substitution for that due under this Order, in which event, Seller shall be liable to SJRA LNVA for the difference between the cost of such substitution and the prices under this Order, together with all incidental and consequential loss or damages incurred by SJRALNVA; (ii) to notify Seller of the default and require Seller to correct the same, in which case the Seller shall remedy the same without expense or liability on the part of SJRA LNVA and shall further pay SJRA LNVA all incidental and consequential loss or damages resulting therefrom;; to proceed upon forty‐ eight (48) hours’ notice to Seller to cure and correct the default without liability on the part of the LNVA, in which event Seller shall reimburse LNVA for the cost of curing and correcting such default, and all incidental and consequential loss or damages incurred by LNVA resulting therefrom; or to return any defective or non‐ conforming Goods and, at LNVA's option, Seller shall either refund to LNVA the money and other consideration paid by LNVA for said defective or non‐ conforming Goods or furnish substitute Goods subject to the terms and conditions of this Order, and in either event Seller shall reimburse LNVA for the cost of returning said defective or non‐conforming Goods and all incidental and consequential loss or damages incurred
Appears in 1 contract
Samples: Purchase Order Agreement
Default and Termination for Cause. SJRA may also terminate this Order, or any part of it, for cause in the event of any default by Seller. Without limiting the generality of the foregoing, Seller’s failure to comply with any of the terms and conditions of this Order, late deliveries, deliveries of products which are defective or which do not conform to the requirements of this Order, breach of any warranty or failure to provide SJRA, upon request, with adequate assurances of future performance shall all be defaults allowing SJRA to terminate this Order for cause. If at any time it becomes apparent that the Goods cannot be delivered within the time specified in this Order, notice thereof must be given immediately by Seller to SJRA by courier, overnight delivery, facsimile or telegraph, to the address shown on the face of the Order, together with advice as to the best possible delivery date. It is agreed that upon any such notice, or in the event, with or without such notice, it becomes impossible for Seller to deliver the Goods within the time specified herein, such notice or event shall constitute an anticipatory repudiation of this Order. In the event of Seller's (a) actual or anticipated breach of or default or an anticipatory repudiation under any provision of this Purchase Order, SJRA which has not been cured within a reasonable time after written notice of such has been provided to Seller by Buyer; or (b) any organizational or operational change as stated in Paragraph 14 adversely affecting, or which may elect: adversely affect, in Buyer's sole judgment and opinion, Seller's performance hereunder; or (ic) any actual or threatened bankruptcy, reorganization, receivership, insolvency, making an assignment for the benefit of creditors, liquidation, dissolution, or other financial or organizational instability, Buyer has the right, in addition to terminate any rights or remedies it may have in law, in equity, or under this Purchase Order, in whole to require that Seller provide acceptable documentary or in partother appropriate assurances of performance, andincluding a performance bond, if SJRA so choosesletter of credit, SJRA shall have or other type of guarantee. Should Seller be unable or unwilling to do so, Buyer has the right to effect cover immediately terminate this Purchase Order for cause by written notice to Seller and may proceed Seller will not be entitled to purchase Goods in substitution for that due under this Orderany cancellation or termination charge or other fee or penalty hereunder, in which event, Seller shall nor will Buyer be liable to SJRA pay any costs of cancellation. In such event, Buyer may immediately take possession of all or any portion of the Goods, subject only to an obligation to equitably compensate Seller for the difference between the cost same, including for any payments made by Seller for materials or other work incorporated into such Goods. Upon termination by Buyer as a result of such substitution Seller's default hereunder, Seller will be liable to and the prices under this Order, together with will immediately pay or reimburse Buyer for all incidental and consequential loss or damages reasonable costs of any nature which may be incurred by SJRA; (ii) Buyer to notify Seller of the cover any losses or expenses related to such default and require Seller to correct the same, in which case the Seller shall remedy the same without expense or liability on the part effect completion of SJRA and shall further pay SJRA all incidental and consequential loss or damages resulting therefrom;Agreement No. CA-0006 12/29/2004 6:21 PM Page 11 of 11 EXHIBIT 7 - Purchase Order Terms & Conditions
Appears in 1 contract
Default and Termination for Cause. SJRA may also terminate this Order, or any part of it, for cause in the event of any default by Seller. Without limiting the generality of the foregoing, Seller’s failure to comply with any of the terms and conditions of this Order, late deliveries, deliveries of products which are defective or which do not conform to the requirements of this Order, breach of any warranty or failure to provide SJRA, upon request, with adequate assurances of future performance shall all be defaults allowing SJRA to terminate this Order for cause. If at any time it becomes apparent that the Goods cannot be delivered within the time specified in this Order, notice thereof must be given immediately by Seller to SJRA by courier, overnight delivery, facsimile or telegraph, to the address shown on the face of the Order, together with advice as to the best possible delivery date. It is agreed that upon any such notice, or in the event, with or without such notice, it becomes impossible for Seller to deliver the Goods within the time specified herein, such notice or event shall constitute an anticipatory repudiation of this Order. In the event of Seller's (a) actual or anticipated breach of or default or an anticipatory repudiation under any provision of this Purchase Order, SJRA which has not been cured within a reasonable time after written notice of such has been provided to Seller by Buyer; or (b) any organizational or operational change as stated in Paragraph 14 adversely affecting, or which may elect: adversely affect, in Buyer's sole judgment and opinion, Seller's performance hereunder; or (ic) any actual or threatened bankruptcy, reorganization, receivership, insolvency, making an assignment for the benefit of creditors, liquidation, dissolution, or other financial or organizational instability, Buyer has the right, in addition to terminate any rights or remedies it may have in law, in equity, or under this Purchase Order, in whole to require that Seller provide acceptable documentary or in partother appropriate assurances of performance, andincluding a performance bond, if SJRA so choosesletter of credit, SJRA shall have or other type of guarantee. Should Seller be unable or unwilling to do so, Buyer has the right to immediately terminate this Purchase Order for cause by written notice to Seller and Seller will not be entitled to any cancellation or termination charge or other fee or penalty hereunder, nor will Buyer be liable to pay any costs of cancellation. In such event, Buyer may immediately take possession of all or any portion of the Goods, subject only to an obligation to equitably compensate Seller for same, including for any payments made by Seller for materials or other work incorporated into such Goods. Upon termination by Buyer as a result of Seller's default hereunder, Seller will be liable to and will immediately pay or reimburse Buyer for all reasonable costs of any nature which may be incurred by Buyer to cover any losses or expenses related to such default and to effect cover and may proceed to purchase Goods in substitution for that due under completion of Agreement No. CA-0006 12/29/2004 6:21 PM Page 11 of 11 EXHIBIT 7 - Purchase Order Terms & Conditions performance of this Purchase Order, in which eventand if Buyer does not elect to take possession of any portion of the Goods, Seller shall also refund to Buyer any payments made to Seller for design or other work and materials to be liable to SJRA for incorporated into the difference between the cost of such substitution and the prices under this Order, together with all incidental and consequential loss or damages incurred by SJRA; (ii) to notify Seller of the default and require Seller to correct the same, in which case the Seller shall remedy the same without expense or liability on the part of SJRA and shall further pay SJRA all incidental and consequential loss or damages resulting therefrom;Goods.
Appears in 1 contract
Default and Termination for Cause. SJRA may also terminate this Order, or any part of it, for cause in the event of any default by Seller. Without limiting the generality of the foregoing, Seller’s failure to comply with any of the terms and conditions of this Order, late deliveries, deliveries of products which are defective or which do not conform to the requirements of this Order, breach of any warranty or failure to provide SJRA, upon request, with adequate assurances of future performance shall all be defaults allowing SJRA to terminate this Order for cause. If at any time it becomes apparent that the Goods cannot be delivered within the time specified in this Order, notice thereof must be given immediately by Seller to SJRA by courier, overnight delivery, facsimile or telegraph, to the address shown on the face of the Order, together with advice as to the best possible delivery date. It is agreed that upon any such notice, or in the event, with or without such notice, it becomes impossible for Seller to deliver the Goods within the time specified herein, such notice or event shall constitute an anticipatory repudiation of this Order. In the event of default or an anticipatory repudiation of this Order, SJRA may elect: (i) to terminate this Order, in whole or in part, and, if SJRA so chooses, SJRA shall have the right to effect cover and may proceed to purchase Goods in substitution for that due under this Order, in which event, Seller shall be liable to SJRA for the difference between the cost of such substitution and the prices under this Order, together with all incidental and consequential loss or damages incurred by SJRA; (ii) to notify Seller of the default and require Seller to correct the same, in which case the Seller shall remedy the same without expense or liability on the part of SJRA and shall further pay SJRA all incidental and consequential loss or damages resulting therefrom;(iii) to proceed upon forty eight (48) hours’ notice to Seller to cure and correct the default without liability on the part of the SJRA, in which event Seller shall reimburse SJRA for the cost of curing and correcting such default, and all incidental and consequential loss or damages incurred by SJRA resulting therefrom;; or (iv) to return any defective or non-conforming Goods and, at SJRA's option, Seller shall either refund to SJRA the money and other consideration paid by SJRA for said defective or non-conforming Goods or furnish substitute Goods subject to the terms and conditions of this Order, and in either event Seller shall reimburse SJRA for the cost of returning said defective or non-conforming Goods and all incidental and consequential loss or damages incurred by SJRA resulting therefrom. In the event of termination for cause, SJRA shall not be liable to Seller for any amount (except for conforming Goods already received and accepted by SJRA as satisfactory to the extent the price for such conforming Goods exceeds SJRA’s costs and damages incurred because of such default). If it should be determined that SJRA has improperly terminated this contract for default, such termination shall be deemed a termination for convenience. It is recognized that if Seller becomes a debtor in any voluntary or involuntary bankruptcy proceeding, makes a general assignment for the benefit of creditors, or if a receiver is appointed on account of its insolvency or otherwise, such events could seriously impair or frustrate Xxxxxx’s performance. Accordingly, it is agreed that should any of the foregoing events take place, Seller shall notify SJRA in writing within forty eight
Appears in 1 contract
Samples: Purchase Order Agreement
