Common use of DISPUTES AND TERMINATION Clause in Contracts

DISPUTES AND TERMINATION. 12.1 In the event of any default by Supplier in the performance of any obligations, including without limitation the making of delivery of Goods or failing to carry out Pall ForteBio Shanghai’s reasonable instructions, Pall ForteBio Shanghai may, where such default is capable of remedy give Supplier written notice to rectify such default in a specified time. If Supplier fails to comply with the requirements of the notice, or in Pall ForteBio Shanghai’s sole opinion Supplier’s default is incapable of remedy to Pall ForteBio Shanghai’s satisfaction, Pall ForteBio Shanghai shall be entitled to terminate the Purchase Order in whole or in part, immediately serving notice in writing to Supplier to such effect, without prejudice to any other rights under the Purchase Order or otherwise, and shall have the right to retain any Goods previously supplied or the benefit of services supplied (as applicable) under the Purchase Order. 12.2 Without limiting any of Pall ForteBio Shanghai’s rights under law, Pall ForteBio Shanghai shall be entitled to terminate its Purchase Order, with immediate effect, if: (a) Supplier makes any voluntary arrangement with its creditors or (being an individual or firm) Supplier becomes bankrupt or (being a company) becomes subject to an administration order or enters into liquidation (otherwise than for the purpose of amalgamation or reconstruction); or (b) an encumbrancer takes possession; or a receiver or receiver and manager or administrator, or official manager is appointed, of any of Supplier’s property or assets; or (c) Supplier ceases, or threatens to cease, to carry on business; or (d) Pall ForteBio Shanghai reasonably apprehends that any of the events mentioned above is about to occur and notifies Supplier accordingly; or (e) Supplier repudiates the Purchase Order; or (f) Supplier is in default of this Purchase Order and such default is, in the opinion of Pall ForteBio Shanghai, incapable of remedy. 12.3 Pall ForteBio Shanghai’s rights and remedies are in addition to and without prejudice to other rights and remedies under the Purchase Order including Pall ForteBio Shanghai’s right to allow Supplier to continue with and recover from Supplier the loss or damage suffered by Pall ForteBio Shanghai in respect of Supplier’s defective or delayed performance. 12.4 Pall ForteBio Shanghai shall be entitled, at any time, to terminate the Purchase Order in whole or in part for its sole convenience, by serving notice on Supplier. Supplier shall cease all performance except to the extent provided in the notice of termination. In such event, Pall ForteBio Shanghai shall make payment to Supplier (as full and final settlement of all claims which Supplier may have against Pall ForteBio Shanghai as a result of termination) for all work satisfactorily performed up to the date of termination. This shall include the repurchase by Pall ForteBio Shanghai at cost of all materials, which have been irrevocably purchased by Supplier for incorporation in the Goods, except to the extent that such materials are: (a) damaged or not in their original packaging, or (b) capable of being used by Supplier for other customers, or (c) able to be returned by the Supplier to their seller or re-sold to a third party. In no event will Pall ForteBio Shanghai be required to reimburse Supplier for indirect, consequential, incidental or special damages, including prospective profit or overheads arising out of or in connection with termination of the Purchase Order. 12.5 Supplier acknowledges its obligation to take all reasonable steps to mitigate liabilities arising from such termination. 12.6 Termination shall not relieve either party of liability with respect to any prior breach or with respect to rights and obligations based upon any matter which occurred prior to termination. 12.7 If the Supplier has a claim or dispute against Pall ForteBio Shanghai in connection with the Purchase Order (other than a variation to be dealt with under Clause 16), the Supplier must give written notice thereof to Pall ForteBio Shanghai, setting out particulars of the claim or dispute. Thereafter representatives of the Supplier and Pall ForteBio Shanghai must meet in an attempt to resolve the dispute.

DISPUTES AND TERMINATION. 12.1 In the event of any default by Supplier in the performance of any obligations, including without limitation the making of delivery of Goods or failing to carry out Pall ForteBio Shanghai’s reasonable instructions, Pall ForteBio Shanghai may, where such default is capable of remedy give Supplier written notice to rectify such default in a specified time. If Supplier fails to comply with the requirements of the notice, or in Pall ForteBio Shanghai’s sole opinion Supplier’s default is incapable of remedy to Pall ForteBio Shanghai’s satisfaction, Pall ForteBio Shanghai shall be entitled to terminate the Purchase Order in whole or in part, immediately serving notice in writing to Supplier to such effect, without prejudice to any other rights under the Purchase Order or otherwise, and shall have the right to retain any Goods previously supplied or the benefit of services supplied (as applicable) under the Purchase Order. 12.2 Without limiting any of Pall ForteBio Shanghai’s rights under law, Pall ForteBio Shanghai shall be entitled to terminate its Purchase Order, with immediate effect, if: (a) Supplier makes any voluntary arrangement with its creditors or (being an individual or firm) Supplier becomes bankrupt or (being a company) becomes subject to an administration order or enters into liquidation (otherwise than for the purpose of amalgamation or reconstruction); or (b) an encumbrancer takes possession; or a receiver or receiver and manager or administrator, or official manager is appointed, of any of Supplier’s property or assets; or (c) Supplier ceases, or threatens to cease, to carry on business; or (d) Pall ForteBio Shanghai reasonably apprehends that any of the events mentioned above is about to occur and notifies Supplier accordingly; or (e) Supplier repudiates the Purchase Order; or; (f) Supplier is in default of this Purchase Order and such default is, in the opinion of Pall ForteBio Shanghai, incapable of remedy; or (g) Pall ForteBio Shanghai concludes (in its sole discretion) that Supplier has failed to meet its obligations under clause 19 (Anti-Bribery Certification). 12.3 Pall ForteBio Shanghai’s rights and remedies are in addition to and without prejudice to other rights and remedies under the Purchase Order including Pall ForteBio Shanghai’s right to allow Supplier to continue with and recover from Supplier the loss or damage suffered by Pall ForteBio Shanghai in respect of Supplier’s defective or delayed performance. 12.4 Pall ForteBio Shanghai shall be entitled, at any time, to terminate the Purchase Order in whole or in part for its sole convenience, by serving notice on Supplier. Supplier shall cease all performance except to the extent provided in the notice of termination. In such event, Pall ForteBio Shanghai shall make payment to Supplier (as full and final settlement of all claims which Supplier may have against Pall ForteBio Shanghai as a result of termination) for all work satisfactorily performed up to the date of termination. This shall include the repurchase by Pall ForteBio Shanghai at cost of all materials, which have been irrevocably purchased by Supplier for incorporation in the Goods, except to the extent that such materials are: (a) damaged or not in their original packaging, or (b) capable of being used by Supplier for other customers, or (c) able to be returned by the Supplier to their seller or re-sold to a third party. In no event will Pall ForteBio Shanghai be required to reimburse Supplier for indirect, consequential, incidental or special damages, including prospective profit or overheads arising out of or in connection with termination of the Purchase Order. 12.5 Supplier acknowledges its obligation to take all reasonable steps to mitigate liabilities arising from such termination. 12.6 Termination shall not relieve either party of liability with respect to any prior breach or with respect to rights and obligations based upon any matter which occurred prior to termination. 12.7 If the Supplier has a claim or dispute against Pall ForteBio Shanghai in connection with the Purchase Order (other than a variation to be dealt with under Clause 16), the Supplier must give written notice thereof to Pall ForteBio Shanghai, setting out particulars of the claim or dispute. Thereafter representatives of the Supplier and Pall ForteBio Shanghai must meet in an attempt to resolve the dispute.

DISPUTES AND TERMINATION. 12.1 In the event of any default by Supplier in the performance of any obligations, including without limitation the making of delivery of Goods or failing to carry out Pall ForteBio ShanghaiBeijing’s reasonable instructions, Pall ForteBio Shanghai Beijing may, where such default is capable of remedy give Supplier written notice to rectify such default in a specified time. If Supplier fails to comply with the requirements of the notice, or in Pall ForteBio ShanghaiBeijing’s sole opinion Supplier’s default is incapable of remedy to Pall ForteBio ShanghaiBeijing’s satisfaction, Pall ForteBio Shanghai Beijing shall be entitled to terminate the Purchase Order in whole or in part, immediately serving notice in writing to Supplier to such effect, without prejudice to any other rights under the Purchase Order or otherwise, and shall have the right to retain any Goods previously supplied or the benefit of services supplied (as applicable) under the Purchase Order. 12.2 Without limiting any of Pall ForteBio ShanghaiBeijing’s rights under law, Pall ForteBio Shanghai Beijing shall be entitled to terminate its Purchase Order, with immediate effect, if: (a) Supplier makes any voluntary arrangement with its creditors or (being an individual or firm) Supplier becomes bankrupt or (being a company) becomes subject to an administration order or enters into liquidation (otherwise than for the purpose of amalgamation or reconstruction); or (b) an encumbrancer takes possession; or a receiver or receiver and manager or administrator, or official manager is appointed, of any of Supplier’s property or assets; or (c) Supplier ceases, or threatens to cease, to carry on business; or (d) Pall ForteBio Shanghai Beijing reasonably apprehends that any of the events mentioned above is about to occur and notifies Supplier accordingly; or (e) Supplier repudiates the Purchase Order; or; (f) Supplier is in default of this Purchase Order and such default is, in the opinion of Pall ForteBio ShanghaiBeijing, incapable of remedy; or (g) Pall Beijing concludes (in its sole discretion) that Supplier has failed to meet its obligations under clause 19 (Anti-Bribery Certification). 12.3 Pall ForteBio ShanghaiBeijing’s rights and remedies are in addition to and without prejudice to other rights and remedies under the Purchase Order including Pall ForteBio ShanghaiBeijing’s right to allow Supplier to continue with and recover from Supplier the loss or damage suffered by Pall ForteBio Shanghai Beijing in respect of Supplier’s defective or delayed performance. 12.4 Pall ForteBio Shanghai Beijing shall be entitled, at any time, to terminate the Purchase Order in whole or in part for its sole convenience, by serving notice on Supplier. Supplier shall cease all performance except to the extent provided in the notice of termination. In such event, Pall ForteBio Shanghai Beijing shall make payment to Supplier (as full and final settlement of all claims which Supplier may have against Pall ForteBio Shanghai Beijing as a result of termination) for all work satisfactorily performed up to the date of termination. This shall include the repurchase by Pall ForteBio Shanghai Beijing at cost of all materials, which have been irrevocably purchased by Supplier for incorporation in the Goods, except to the extent that such materials are: (a) damaged or not in their original packaging, or (b) capable of being used by Supplier for other customers, or (c) able to be returned by the Supplier to their seller or re-sold to a third party. In no event will Pall ForteBio Shanghai Beijing be required to reimburse Supplier for indirect, consequential, incidental or special damages, including prospective profit or overheads arising out of or in connection with termination of the Purchase Order. 12.5 Supplier acknowledges its obligation to take all reasonable steps to mitigate liabilities arising from such termination. 12.6 Termination shall not relieve either party of liability with respect to any prior breach or with respect to rights and obligations based upon any matter which occurred prior to termination. 12.7 If the Supplier has a claim or dispute against Pall ForteBio Shanghai Beijing in connection with the Purchase Order (other than a variation to be dealt with under Clause 16), the Supplier must give written notice thereof to Pall ForteBio ShanghaiBeijing, setting out particulars of the claim or dispute. Thereafter representatives of the Supplier and Pall ForteBio Shanghai Beijing must meet in an attempt to resolve the dispute.

DISPUTES AND TERMINATION. 12.1 In the event of any default by Supplier in the performance of any obligations, including without limitation the making of delivery of Goods or failing to carry out Pall ForteBio ShanghaiChina’s reasonable instructions, Pall ForteBio Shanghai China may, where such default is capable of remedy give Supplier written notice to rectify such default in a specified time. If Supplier fails to comply with the requirements of the notice, or in Pall ForteBio ShanghaiChina’s sole opinion Supplier’s default is incapable of remedy to Pall ForteBio ShanghaiChina’s satisfaction, Pall ForteBio Shanghai China shall be entitled to terminate the Purchase Order in whole or in part, immediately serving notice in writing to Supplier to such effect, without prejudice to any other rights under the Purchase Order or otherwise, and shall have the right to retain any Goods previously supplied or the benefit of services supplied (as applicable) under the Purchase Order. 12.2 Without limiting any of Pall ForteBio ShanghaiChina’s rights under law, Pall ForteBio Shanghai China shall be entitled to terminate its Purchase Order, with immediate effect, if: (a) Supplier makes any voluntary arrangement with its creditors or (being an individual or firm) Supplier becomes bankrupt or (being a company) becomes subject to an administration order or enters into liquidation (otherwise than for the purpose of amalgamation or reconstruction); or (b) an encumbrancer takes possession; or a receiver or receiver and manager or administrator, or official manager is appointed, of any of Supplier’s property or assets; or (c) Supplier ceases, or threatens to cease, to carry on business; or (d) Pall ForteBio Shanghai China reasonably apprehends that any of the events mentioned above is about to occur and notifies Supplier accordingly; or (e) Supplier repudiates the Purchase Order; or; (f) Supplier is in default of this Purchase Order and such default is, in the opinion of Pall ForteBio ShanghaiChina, incapable of remedy; or (g) Pall China concludes (in its sole discretion) that Supplier has failed to meet its obligations under clause 19 (Anti-Bribery Certification). 12.3 Pall ForteBio ShanghaiChina’s rights and remedies are in addition to and without prejudice to other rights and remedies under the Purchase Order including Pall ForteBio ShanghaiChina’s right to allow Supplier to continue with and recover from Supplier the loss or damage suffered by Pall ForteBio Shanghai China in respect of Supplier’s defective or delayed performance. 12.4 Pall ForteBio Shanghai China shall be entitled, at any time, to terminate the Purchase Order in whole or in part for its sole convenience, by serving notice on Supplier. Supplier shall cease all performance except to the extent provided in the notice of termination. In such event, Pall ForteBio Shanghai China shall make payment to Supplier (as full and final settlement of all claims which Supplier may have against Pall ForteBio Shanghai China as a result of termination) for all work satisfactorily performed up to the date of termination. This shall include the repurchase by Pall ForteBio Shanghai China at cost of all materials, which have been irrevocably purchased by Supplier for incorporation in the Goods, except to the extent that such materials are: (a) damaged or not in their original packaging, or (b) capable of being used by Supplier for other customers, or (c) able to be returned by the Supplier to their seller or re-sold to a third party. In no event will Pall ForteBio Shanghai China be required to reimburse Supplier for indirect, consequential, incidental or special damages, including prospective profit or overheads arising out of or in connection with termination of the Purchase Order. 12.5 Supplier acknowledges its obligation to take all reasonable steps to mitigate liabilities arising from such termination. 12.6 Termination shall not relieve either party of liability with respect to any prior breach or with respect to rights and obligations based upon any matter which occurred prior to termination. 12.7 If the Supplier has a claim or dispute against Pall ForteBio Shanghai China in connection with the Purchase Order (other than a variation to be dealt with under Clause 16), the Supplier must give written notice thereof to Pall ForteBio ShanghaiChina, setting out particulars of the claim or dispute. Thereafter representatives of the Supplier and Pall ForteBio Shanghai China must meet in an attempt to resolve the dispute.