TERMINATION, CANCELLATION AND SUSPENSION. (a) This Contract may be terminated as follows: (i) without cause with fifteen (15) calendar days’ prior written notice to Supplier by Xxxxx; or (ii) by either party thirty (30) days after written notice to the other party of breach or default of any material obligations hereunder, which default has not been cured within said thirty (30) calendar days after receipt of notice of such default or within such additional cure period as the non-defaulting party may authorize in writing; or (iii) effective immediately, in the event the other party becomes insolvent or is subject to similar bankruptcy or reorganization proceedings under applicable law, or in the event of an assignment or other arrangement for the benefit of the other party’s creditors. Buyer shall retain any and all fully vested rights that exist on the effective date of this Contract’s termination. (b) Buyer also reserves the right to modify a PO or a Release hereunder, or suspend work or shipments of all or any part of Products or Deliverables, without cause or default on the part of Supplier. (c) In the event of any termination, modification or suspension by Buyer, Supplier shall immediately stop all work under this Contract, cause any of its sub-suppliers and subcontractors to cease such work, minimize charges related to the Products and/or Services and Deliverables, including diverting materials to other uses, comply with any instructions from Buyer as to work in progress and take such actions as may be necessary to protect Buyer’s property in the possession or control of Supplier or its sub-suppliers and subcontractors. If Buyer’s termination, modification and/or suspension hereunder without cause or default of Supplier causes additional cost to Supplier not due to Supplier’s fault or neglect, a mutually agreeable adjustment may be made provided that a written claim (with adequate supporting documentation) by Supplier is asserted within thirty (30) days from the date of termination or modification or, in the case of a suspension, from the date of a start order for resumption of work. In no event shall Xxxxx’s obligation hereunder exceed that which Xxxxx would have had to Supplier in the absence of a termination, modification or suspension. Buyer shall not be obligated to purchase any Supplier raw materials or to pay any Supplier termination charges. Buyer shall not be liable for any work done after notice of termination, modification or suspension is given or for costs that reasonably could have been avoided by Supplier or its sub-suppliers and subcontractors. Buyer shall not, by reason of the termination, modification, suspension, expiration or non-renewal of this Contract, be liable to Supplier for any damages or injunctive relief of any kind, including but not limited to, compensation, reimbursement or damages on account of loss of prospective profits on anticipated sales, or on account of expenditures, investments, losses or commitments in connection with the business or goodwill of Supplier. IN NO EVENT SHALL BUYER BE LIABLE TO SUPPLIER FOR ANY CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES OR LOST PROFITS.
Appears in 3 contracts
Samples: Conditions of Purchase, Conditions of Purchase, Conditions of Purchase
TERMINATION, CANCELLATION AND SUSPENSION. (a) This Contract may be terminated as follows:
(i) immediately by Buyer should Buyer’s customer terminate its order; or
(ii) without cause with fifteen (15) calendar days’ prior written notice to Supplier by Xxxxx; or
(iiiii) by either party Party thirty (30) days after written notice to the other party Party of breach or default of any material obligations hereunder, which default has not been cured within said thirty (30) calendar days after receipt of notice of such default or within such additional cure period as the non-defaulting party Party may authorize in writing; or
(iiiiv) effective immediately, in the event the other party Party becomes insolvent or is subject to similar bankruptcy or reorganization proceedings under applicable law, or in the event of an assignment or other arrangement for the benefit of the other partyParty’s creditors. Buyer shall retain any and all fully vested rights that exist on the effective date of this Contract’s termination.
(b) Buyer also reserves the right to modify a PO or a Release hereunder, hereunder or suspend work or shipments of all or any part of Products or Deliverables, without cause or default on the part of Supplier.
(c) In the event of any termination, modification cancellation or suspension by Buyer, Supplier shall immediately stop all work under this Contract, cause any of its sub-suppliers and subcontractors to cease such work, minimize charges related to the Products and/or Services and Deliverables, including diverting materials to other uses, comply with any instructions from Buyer as to work in progress and take such actions as may be necessary to protect Buyer’s property in the possession or control of Supplier or its sub-sub- suppliers and subcontractors. If Buyer’s termination, modification cancellation and/or suspension hereunder without cause or default of Supplier causes additional cost to Supplier not due to Supplier’s fault or neglect, a mutually agreeable adjustment may be made provided that a written claim (with adequate supporting documentation) by Supplier is asserted within thirty (30) days from the date of termination or modification cancellation or, in the case of a suspension, from the date of a start order for resumption of work. In no event shall Xxxxx’s obligation hereunder exceed that which Xxxxx would have had to Supplier in the absence of a termination, modification cancellation or suspension. Buyer shall not be obligated to purchase any Supplier raw materials or to pay any Supplier termination charges. Buyer shall not be liable for any work done after notice of termination, modification cancellation or suspension is given or for costs that reasonably could have been avoided by Supplier or its sub-suppliers and subcontractors. Buyer shall not, by reason of the termination, modificationcancellation, suspension, expiration or non-renewal of this Contract, be liable to Supplier for any damages or injunctive relief of any kind, including but not limited to, compensation, reimbursement or damages on account of loss of prospective profits on anticipated sales, or on account of expenditures, expenditures investments, losses or commitments in connection with the business or goodwill of Supplier. IN NO EVENT SHALL BUYER BE LIABLE TO SUPPLIER FOR ANY CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES OR LOST PROFITS.
Appears in 2 contracts
Samples: Conditions of Purchase, Conditions of Purchase
TERMINATION, CANCELLATION AND SUSPENSION. (a) This Contract may be terminated as terminatedas follows:
(i) immediately by Buyer should Buyer’s customer terminate its order; or
(ii) without cause with fifteen (15) calendar days’ prior written notice to Supplier by Xxxxx; or
(iiiii) by either party thirty (30) days after written notice to the other party of breach or default of any material obligations hereunder, which default has not been cured within said thirty (30) calendar days after receipt of notice of such default or within such additional cure period as the non-defaulting party may authorize in writing; or
(iiiiv) effective immediately, in the event the other party becomes insolvent or is subject to similar bankruptcy or reorganization proceedings under applicable law, or in the event of an assignment or other arrangement for the benefit of the other party’s creditors. Buyer shall retain any and all fully vested rights that exist on the effective date of this Contract’s termination.
(b) Buyer also reserves the right to modify a PO or a Release hereunder, hereunder or suspend work or shipments of all or any part of Products or Deliverables, without cause or default on the part of Supplier.
(c) In the event of any termination, modification or suspension by Buyer, Supplier shall immediately stop all work under this Contract, cause any of its sub-suppliers and subcontractors to cease such work, minimize charges related to the Products and/or Services and Deliverables, including diverting materials to other uses, comply with any instructions from Buyer as to work in progress and take such actions as may be necessary to protect Buyer’s property in the possession or control of Supplier or its sub-sub- suppliers and subcontractors. If Buyer’s termination, modification and/or suspension hereunder without cause or default of Supplier causes additional cost to Supplier not due to Supplier’s fault or neglect, a mutually agreeable adjustment may be made provided that a written claim (with adequate supporting documentation) by Supplier is asserted within thirty (30) days from the date of termination or modification or, in the case of a suspension, from the date of a start order for resumption of work. In no event shall Xxxxx’s obligation hereunder exceed that which Xxxxx would have had to Supplier in the absence of a termination, modification or suspension. Buyer shall not be obligated to purchase any Supplier raw materials or to pay any Supplier termination charges. Buyer shall not be liable for any work done after notice of termination, modification or suspension is given or for costs that reasonably could have been avoided by Supplier or its sub-suppliers and subcontractors. Buyer shall not, by reason of the termination, modification, suspension, expiration or non-renewal of this Contract, be liable to Supplier for any damages or injunctive relief of any kind, including but not limited to, compensation, reimbursement or damages on account of loss of prospective profits on anticipated sales, or on account of expenditures, expenditures investments, losses or commitments in connection with the business or goodwill of Supplier. IN NO EVENT SHALL BUYER BE LIABLE TO SUPPLIER FOR ANY CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES OR LOST PROFITS.
Appears in 1 contract
Samples: Conditions of Purchase
TERMINATION, CANCELLATION AND SUSPENSION. (a) This Contract Agreement may be terminated as follows:
(i) without cause with fifteen (15) calendar days’ prior written notice to Supplier by Xxxxx; or
(ii) by either party thirty (30) days after written notice to the other party of breach or default of any material obligations hereunder, which default has not been cured within said thirty (30) calendar days after receipt of notice of such default or within such additional cure period as the non-defaulting party may authorize in writing; or
(iii) effective immediately, in the event the other party becomes insolvent or is subject to similar bankruptcy or reorganization proceedings under applicable law, or in the event of an assignment or other arrangement for the benefit of the other party’s creditors. Buyer shall retain any and all fully vested rights that exist on the effective date of this ContractAgreement’s termination.
(b) Buyer also reserves the right to modify a PO or a Release hereunder, or suspend work or shipments of all or any part of Products or DeliverablesProducts, without cause or default on the part of Supplier.
(c) In the event of any termination, modification or suspension by Buyer, Supplier shall immediately stop all work under this Contract, cause any of its sub-suppliers and subcontractors to cease such work, minimize charges related to the Products and/or Services and DeliverablesProducts, including diverting materials to other uses, comply with any instructions from Buyer as to work in progress and take such actions as may be necessary to protect Buyer’s property in the possession or control of Supplier or its sub-suppliers and subcontractorssuppliers. If Buyer’s termination, modification and/or suspension hereunder without cause or default of Supplier causes additional cost to Supplier not due to Supplier’s fault or neglect, a mutually agreeable adjustment may be made provided that a written claim (with adequate supporting documentation) by Supplier is asserted within thirty (30) days from the date of termination or modification or, in the case of a suspension, from the date of a start order for resumption of work. In no event shall Xxxxx’s obligation hereunder exceed that which Xxxxx would have had to Supplier in the absence of a termination, modification or suspension. Buyer shall not be obligated to purchase any Supplier raw materials or to pay any Supplier termination charges. Buyer shall not be liable for any work done after notice of termination, modification or suspension is given or for costs that reasonably could have been avoided by Supplier or its sub-suppliers and subcontractorssuppliers. Buyer shall not, by reason of the termination, modification, suspension, expiration or non-renewal of this Contract, be liable to Supplier for any damages or injunctive relief of any kind, including but not limited to, compensation, reimbursement or damages on account of loss of prospective profits on anticipated sales, or on account of expenditures, investments, losses or commitments in connection with the business or goodwill of Supplier. IN NO EVENT SHALL BUYER BE LIABLE TO SUPPLIER FOR ANY CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES OR LOST PROFITS.
Appears in 1 contract
Samples: Conditions of Purchase
TERMINATION, CANCELLATION AND SUSPENSION. (a) This Contract may be terminated as follows:
(i) without cause with fifteen (15) calendar days’ prior written notice to Supplier by Xxxxx; or
(ii) by either party thirty (30) days after written notice to the other party of breach or default of any material obligations hereunder, which default has not been cured within said thirty (30) calendar days after receipt of notice of such default or within such additional cure period as the non-defaulting party may authorize in writing; or
(iii) effective immediately, in the event the other party becomes insolvent or is subject to similar bankruptcy or reorganization proceedings under applicable law, or in the event of an assignment or other arrangement for the benefit of the other party’s creditors. Buyer shall retain any and all fully vested rights that exist on the effective date of this Contract’s termination.
(b) Buyer also reserves the right to modify a PO or a Release hereunder, hereunder or suspend work or shipments of all or any part of Products or Deliverables, without cause or default on the part of Supplier.
(c) In the event of any termination, modification or suspension by Buyer, Supplier shall immediately stop all work under this Contract, cause any of its sub-suppliers and subcontractors to cease such work, minimize charges related to the Products and/or Services and Deliverables, including diverting materials to other uses, comply with any instructions from Buyer as to work in progress and take such actions as may be necessary to protect Buyer’s property in the possession or control of Supplier or its sub-suppliers and subcontractors. If Buyer’s termination, modification and/or suspension hereunder without cause or default of Supplier causes additional cost to Supplier not due to Supplier’s fault or neglect, a mutually agreeable adjustment may be made provided that a written claim (with adequate supporting documentation) by Supplier is asserted within thirty (30) days from the date of termination or modification or, in the case of a suspension, from the date of a start order for resumption of work. In no event shall Xxxxx’s obligation hereunder exceed that which Xxxxx would have had to Supplier in the absence of a termination, modification or suspension. Buyer shall not be obligated to purchase any Supplier raw materials or to pay any Supplier termination charges. Buyer shall not be liable for any work done after notice of termination, modification or suspension is given or for costs that reasonably could have been avoided by Supplier or its sub-suppliers and subcontractors. Buyer shall not, by reason of the termination, modification, suspension, expiration or non-renewal of this Contract, be liable to Supplier for any damages or injunctive relief of any kind, including but not limited to, compensation, reimbursement or damages on account of loss of prospective profits on anticipated sales, or on account of expenditures, expenditures investments, losses or commitments in connection with the business or goodwill of Supplier. IN NO EVENT SHALL BUYER BE LIABLE TO SUPPLIER FOR ANY CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES OR LOST PROFITS.
Appears in 1 contract
Samples: Conditions of Purchase
TERMINATION, CANCELLATION AND SUSPENSION. Either Buyer or Supplier may terminate this Contract upon thirty (30) days notice if the other party (a) This breaches its obligation under this Contract may be terminated as follows:
(i) without cause with fifteen (15) calendar days’ prior written notice and fails to Supplier by Xxxxx; or
(ii) by either party correct such breach within thirty (30) days after written notice to the other party of breach or default of any material obligations hereunder, which default has not been cured within said thirty (30) calendar days after receipt of a notice of such default breach, or within such additional cure period as the non-defaulting party may authorize in writing; or
(iiib) effective immediatelyis insolvent, in the event the other party determined by a court to be bankrupt, or becomes insolvent or is subject to similar bankruptcy or reorganization proceedings under applicable law, or in the event of an assignment or other arrangement for the benefit of the other party’s creditors. Buyer shall retain any and all fully vested rights that exist on the effective date of this Contract’s termination.
(b) Buyer also reserves the right to modify a PO or a Release hereunder, or suspend work or shipments of all or any part of Products or DeliverablesProducts, without cause or default on the part of Supplier.
(c) . In the event of any termination, modification such termination by Buyer or suspension by Buyersuspension, Supplier shall immediately stop all work under this Contract, cause any of its sub-suppliers and subcontractors to cease such work, minimize charges related to the Products and/or Services and DeliverablesProducts, including diverting materials to other uses, comply with any instructions from Buyer as to work in progress and take such actions as may be necessary to protect Buyer’s 's property in the possession or control of Supplier or its sub-suppliers and subcontractorssuppliers. If Buyer’s termination, modification such termination and/or suspension hereunder without cause or default of Supplier causes additional cost to Supplier Supplier, not due to Supplier’s 's fault or neglect, a mutually agreeable adjustment may be made provided that a written claim (with adequate supporting documentation) by Supplier is asserted within thirty (30) days from the date of termination or modification or, in the case of a suspension, from the date of a start order for resumption of work. In no event shall Xxxxx’s 's obligation hereunder exceed that which Xxxxx would have had to Supplier in the absence of a termination, modification or suspension. Buyer shall not be obligated to purchase any Supplier raw materials or to pay any Supplier termination charges. Buyer shall not be liable for any work done after notice of termination, modification termination or suspension is given or for costs that reasonably could have been avoided by Supplier or its sub-suppliers and subcontractors. Buyer shall not, by reason of the termination, modification, suspension, expiration or non-renewal of this Contract, be liable to Supplier for any damages or injunctive relief of any kind, including but not limited to, compensation, reimbursement or damages on account of loss of prospective profits on anticipated sales, or on account of expenditures, investments, losses or commitments in connection with the business or goodwill of Suppliersuppliers. IN NO EVENT SHALL BUYER BE LIABLE TO SUPPLIER FOR ANY OTHER AMOUNTS OR ADJUSTMENTS, INCLUDING, WITHOUT LIMITATION, CONSEQUENTIAL, INCIDENTAL, PUNITIVE INCIDENTAL OR SPECIAL DAMAGES OR LOST PROFITS.
Appears in 1 contract
Samples: Conditions of Purchase