TERMINATION/CANCELLATION. Cancellation of orders once placed with or accepted by Seller can be made only with Seller’s consent. Should Buyer, due to good cause, desire to affect the cancellation of an accepted order, Seller will accept such cancellation on the following basis: (a) For all made-to-order Goods: Buyer shall pay the purchase price in full for all items completed and ready for delivery; Buyer shall pay a percentage of the purchase price on such items as shall not be completed, equivalent to the percentage of completion; and Buyer shall pay in full the cost of all raw materials, consumable materials, manufacturing dies, tools, patterns and fixtures acquired exclusively for the order, and will take ownership and possession of all such items and will be responsible for labor or other documenting expenses incurred in connection therewith. (b) For all made-to-stock Goods: Buyer shall pay (i) all costs and expenses of placing the cancelled Goods in a saleable condition (restocking charge), (ii) any outgoing and incoming freight charges incurred by Seller in connection with the delivery and return of such Goods, if applicable, and (iii) all reasonable and necessary expenses incurred by Seller directly incident to the order up to the date of cancellation. Invoices covering said costs shall be due and payable immediately upon Seller’s acceptance of cancellation. A stop work order will be deemed a cancellation and the provisions of this paragraph shall apply. If Buyer purchases Goods pursuant to an order for use in a contract with the U.S. Government and the U.S. Government terminates Buyer’s prime contract or a portion thereof for convenience, Buyer shall have the right to terminate only that portion of its contract with Seller which has been terminated by the U.S. Government in its prime contract. In such case, Buyer shall be responsible for those costs set forth above.
Appears in 27 contracts
Samples: Sales Contracts, Sales Contracts, Sales Contracts
TERMINATION/CANCELLATION. Cancellation Buyer may, at any time, terminate an Order in whole or in part by written notice or verbal notice confirmed in writing to Seller. If an Order is terminated by Buyer for convenience, any claim of orders once placed with or accepted Seller shall be settled on the basis of actual costs (excluding anticipated profits and other pure economic, indirect and consequential losses) it has already incurred in the performance of the Order. Upon receipt of such notice of termination, Seller shall, unless otherwise directed by Seller can be made only with Seller’s consent. Should Buyer, due to good cause, desire to affect the cancellation of an accepted order, Seller will accept such cancellation on the following basis:
(a) For immediately terminate all made-to-order Goods: Buyer shall pay work under the purchase price in full for all items completed and ready for deliveryapplicable Order; Buyer shall pay a percentage of the purchase price on such items as shall not be completed, equivalent to the percentage of completion; and Buyer shall pay in full the cost of all raw materials, consumable materials, manufacturing dies, tools, patterns and fixtures acquired exclusively for the order, and will take ownership and possession of all such items and will be responsible for labor or other documenting expenses incurred in connection therewith.
(b) For all made-to-stock Goods: transfer title and deliver to Buyer shall pay (i) all costs completed work which conforms to the requirements of Buyer’s Order and expenses of placing the cancelled Goods in a saleable condition (restocking charge), (ii) any outgoing all reasonable quantities of work in process and incoming freight charges incurred materials produced or acquired in respect of the performance of the work terminated which are of a type and quality suitable for producing supplies in conformance to the requirements; (c) take all action necessary to protect property in Seller’s possession in which Buyer has or may acquire an interest; and (d) submit to Buyer promptly, but not later than twenty (20) days from the effective date of such termination its termination claim, otherwise the claim will be time-barred. Seller shall not manufacture in advance of Seller’s normal material lead-time and production flow time. Any preparation in violation of this prohibition shall be done at Seller’s risk and costs, and if Buyer terminates an Order in accordance with this Section 19, the advanced commitment in materials and work done by Seller shall not be claimed in this respect against Buyer. Buyer will make no payments for finished products, works-in- process or raw materials fabricated or procured by Seller in connection with amounts in excess of those authorized in an Order nor for any undelivered products which are in Seller’s standard stock or which are readily marketable. Notwithstanding the delivery and return of such Goodsforegoing, if applicabletermination is occasioned by Seller’s breach of any conditions hereof, including breach of warranty, or by Seller’s delay, Seller shall not be entitled to any costs, and (iii) Buyer shall claim against Seller all reasonable remedies provided by law and necessary expenses incurred by equity. Further, in the event Seller directly incident to the order up to the date of cancellation. Invoices covering said costs shall be due and payable immediately upon Seller’s acceptance of cancellation. A stop work order will be deemed a cancellation and the provisions of this paragraph shall apply. If Buyer purchases Goods pursuant to an order for use become insolvent or in a contract with the U.S. Government petition for bankruptcy, Buyer may, without further obligation to Seller, terminate all Order(s) associated herewith in whole or in part upon giving written notice to Seller without any remedy, and the U.S. Government terminates Buyer’s prime contract or a portion thereof for convenience, Buyer shall have the right of first refusal to terminate only purchase any tools, and materials of Seller that portion of its contract with Seller should allow Buyer to rebuild the tool and produce the products, to manufacture or procure and use and sell said items, sub- assemblies and spare parts under a royalty-free license which has been terminated by the U.S. Government in its prime contract. In such case, Buyer shall be responsible for those costs set forth aboveis hereby granted.
Appears in 5 contracts
Samples: Suppliers Standard Terms & Conditions, Suppliers Standard Terms & Conditions, Suppliers Standard Terms & Conditions
TERMINATION/CANCELLATION. Cancellation of orders once placed with or accepted by Seller can be made only with Seller’s consent. Should Buyer, due to good cause, desire to affect the cancellation of an accepted order, Seller will accept such cancellation on the following basis:
(a) For all made-to-order Goods: Buyer shall pay the purchase price in full for all items completed and ready for delivery; Buyer shall pay a percentage of the purchase price on such items as shall not be completed, equivalent to the percentage of completion; and Buyer shall pay in full the cost of all raw materials, consumable materials, manufacturing dies, tools, patterns and fixtures acquired exclusively for the order, and will take ownership and possession of all such items and will be responsible for all labor or other documenting expenses incurred in connection therewith.
(b) For all made-to-stock Goods: Buyer shall pay (i) all costs and expenses of placing the cancelled Goods in a saleable condition (restocking charge), (ii) any outgoing and incoming freight charges incurred by Seller in connection with the delivery and return of such Goods, if applicable, and (iii) all reasonable and necessary expenses incurred by Seller directly incident to the order up to the date of cancellation. Invoices covering said costs shall be due and payable immediately upon Seller’s acceptance of cancellation. A stop work order will be deemed a cancellation and the provisions of this paragraph shall apply. If Buyer purchases Goods pursuant to an order for use in a contract with the U.S. Government and the U.S. Government terminates Buyer’s prime contract or a portion thereof for convenience, Buyer shall have the right to terminate only that portion of its contract with Seller which has been terminated by the U.S. Government in its prime contract. In such case, Buyer shall be responsible for those costs set forth above.
Appears in 4 contracts
Samples: Sales Contracts, Sales Contracts, Sales Contracts
TERMINATION/CANCELLATION. Cancellation of orders once placed with or accepted by Seller can be made only with Seller’s consent. Should Buyer, due to good cause, desire to affect the cancellation of an accepted order, Seller will accept such cancellation on the following basis:
(a) For all made-to-order Goods: Buyer shall pay the purchase price in full for all items completed and ready for delivery; Buyer shall pay a percentage of the purchase price on such items as shall not be completed, equivalent to the percentage of completion; and Buyer shall pay in full the cost of all raw materials, consumable materials, manufacturing dies, tools, patterns and fixtures acquired exclusively for the order, and will take ownership and possession of all such items and will be responsible for labor or other documenting expenses incurred in connection therewith.
(b) For all made-to-stock Goods: Buyer shall pay (i) all costs and expenses of placing the cancelled Goods in a saleable condition (restocking charge), (ii) any outgoing and incoming freight charges incurred by Seller in connection with the delivery and return of such Goods, if applicable, and (iii) all reasonable and necessary expenses incurred by Seller directly incident to the order up to the date of cancellation. Invoices covering said costs shall be due and payable immediately upon Seller’s acceptance of cancellation. A stop work order will be deemed a cancellation and the provisions of this paragraph shall apply. If Buyer purchases Goods pursuant to an order for use in a contract with the U.S. Government and the U.S. Government terminates Buyer’s prime contract or a portion thereof for convenience, Buyer shall have the right to terminate this order in whole or in part by written notice whenever it deems such action to be in its best interests. In the event of any termination other than a cancellation for default of Seller and only that portion in such event, if Seller, at the time of such termination shall have in stock or on firm order any raw, semi-processed, or completed materials for use in fulfilling this contract or order, then (I) in the case of completed materials Buyer may, at its option, either require delivery of all or part of the completed materials and make payment therefore at the contract price or (without taking delivery thereof) pay Seller the excess, if any, of the contract price over the market price at the time of termination, and (II) in the case of raw or semi- processed materials, Buyer may, at its option, either require Seller to complete and deliver all or part of such materials at the contract price, or (without taking delivery thereof) pay Seller with respect to such raw or semi- processed materials which are properly allocable to this order or contract a proportion of the contract price based on the stage of completion of such materials and reduced by the value of such materials as such stage of completion, and (III) in the case of materials which Seller has on firm order hereunder, Buyer may, at its option, either take an assignment of Seller's rights under such order or pay the costs, if any, of settling or discharging Seller's obligations under such order.
(b) The preceding paragraph (a) shall not limit any legal rights of Buyer to cancel this order by reason of any default by Seller, and Xxxxx further reserves the right to cancel this order without further liability for articles not accepted by Buyer in the event Seller commits an act of insolvency, files or has filed against it a petition under any insolvency statute, suffers any receivership or other similar petition to be filed for or against it, or makes a general assignment for the benefit of its contract with Seller which has been terminated by the U.S. Government in its prime contract. In such case, Buyer shall be responsible for those costs set forth abovecreditors.
Appears in 3 contracts
Samples: Purchase Order, Purchase Order Agreement, Purchase Agreement
TERMINATION/CANCELLATION. Cancellation Termination for Cause - Performance of orders once placed with work under the Subcontract may be terminated by Xxxxx, in whole or accepted by Seller can be made only with in part, if, within ten days of Buyer’s notice to Seller’s consent. Should Buyer, due to good cause, desire to affect the cancellation of an accepted order, Seller will accept such cancellation on the following basisfails to:
(a1) cure any material failure to perform, discharge or fulfill its obligations under the Subcontract including, but not limited to failure to observe or comply with any of the other instructions, terms, conditions, or warranties applicable to the Subcontract, (2) fails to make progress so as to endanger performance of the Subcontract, or (3) fails to provide adequate assurance of future performance. Additionally, Buyer may terminate the Subcontract immediately if Seller fails to deliver according to the Schedule or violates any Federal, state, local, or law pertaining to performance of the Subcontract. Default involving delivery schedule delays shall not be subject to cure provisions. Buyer shall not be liable for any work not accepted prior to termination. Buyer may require Seller to deliver to Buyer any supplies and materials, manufacturing materials, and manufacturing drawings Seller has specifically produced or acquired for the terminated portion of the Subcontract. Seller shall continue all work not terminated. Without Cause - For all madework not specially performed under the Subcontract, Buyer may terminate in whole or in part the Subcontract for its convenience by giving written notice to Seller and Buyer’s only obligation to Seller shall be payment of mutually agreed upon restocking or service charges. For work specially performed for Buyer, Buyer may terminate in whole or in part the Subcontract for its convenience by giving written notice to Seller. Seller shall be entitled to its costs already incurred in the performance of the work canceled, plus (unless Seller would have sustained a loss on the entire Subcontract had it been completed) a reasonable profit on such costs (unless Seller would have sustained a loss on the entire Subcontract had it been completed), which together may not exceed the contract price or not-to-order Goods: Buyer shall pay the purchase price in full for all items completed and ready for delivery; Buyer shall pay a percentage of the purchase price on such items as shall not be completed, equivalent to the percentage of completion; and Buyer shall pay in full the cost of all raw materials, consumable materials, manufacturing dies, tools, patterns and fixtures acquired exclusively exceed amount for the orderwork canceled. Buyer is not liable for work performed or costs incurred by Seller after notice of termination, and will take ownership and possession of all such items and will which reasonably could have been avoided. In no event shall Buyer be responsible liable for labor lost or other documenting expenses incurred anticipated profits, or unabsorbed indirect costs or overhead, or for any sum in connection therewith.
(b) For all madeexcess or the total Subcontract price or not-to-stock Goods: exceed amount. Seller’s termination claim shall be submitted within ninety (90) calendar days from the effective date of the written notice of termination. Seller shall continue all work not terminated. The amount of any payments made by Buyer to Seller under this clause shall pay (i) all costs and expenses of placing the cancelled Goods be determined in a saleable condition (restocking charge), (ii) any outgoing and incoming freight charges incurred by Seller in connection conformity with the delivery policies and return principles set forth in Part 49 and related sections of such Goods, if applicable, and (iii) all reasonable and necessary expenses incurred by Seller directly incident to Part 31 of the order up to FAR in effect at the date of cancellation. Invoices covering said costs shall be due and payable immediately upon Seller’s acceptance of cancellation. A stop work order will be deemed a cancellation and this Subcontract, unless inconsistent with the provisions express terms of this paragraph shall apply. If Buyer purchases Goods pursuant to an order for use in a contract with the U.S. Government and the U.S. Government terminates Buyer’s prime contract or a portion thereof for convenience, Buyer shall have the right to terminate only that portion of its contract with Seller which has been terminated by the U.S. Government in its prime contract. In such case, Buyer shall be responsible for those costs set forth aboveSubcontract.
Appears in 3 contracts
Samples: Terms and Conditions, Terms and Conditions, Terms and Conditions
TERMINATION/CANCELLATION. Cancellation of orders once placed with or accepted by Seller can be made only with Seller’s consent. Should Buyer, due to good cause, desire to affect the cancellation of an accepted order, Seller will accept such cancellation on the following basis:
(a) For all made-to-order Goods: Buyer shall pay the purchase price in full for all items completed and ready for delivery; Buyer shall pay a percentage of the purchase price on such items as shall not be completed, equivalent to the percentage of completion; and Buyer shall pay in full the cost of all raw materials, consumable materials, manufacturing dies, tools, patterns and fixtures acquired exclusively for the order, and will take ownership and possession of all such items and will be responsible for labor or other documenting expenses incurred in connection therewith.
(b) For all made-to-stock Goods: Buyer shall pay (i) all costs and expenses of placing the cancelled Goods in a saleable condition (restocking charge), (ii) any outgoing and incoming freight charges incurred by Seller in connection with the delivery and return of such Goods, if applicable, and (iii) all reasonable and necessary expenses incurred by Seller directly incident to the order up to the date of cancellation. Invoices covering said costs shall be due and payable immediately upon Seller’s acceptance of cancellation. A stop work order will be deemed a cancellation and the provisions of this paragraph shall apply. If Buyer purchases Goods pursuant to an order for use in a contract with the U.S. Government and the U.S. Government terminates Buyer’s prime contract or a portion thereof for convenience, Buyer shall have the right to terminate only that portion of its contract with Seller which has been terminated by the U.S. Government in its prime contract. In such case, Buyer shall be responsible for those costs set forth above.
Appears in 2 contracts
Samples: Terms and Conditions of Sale, Sales Contracts
TERMINATION/CANCELLATION. Cancellation Termination for Cause - Performance of orders once placed with or accepted work under the Subcontract may be terminated by Seller can be made only with Seller’s consent. Should Buyer, due in whole or in part, if, within ten days of Buyer’s notice to good cause, desire to affect the cancellation of an accepted orderSeller, Seller will accept such cancellation on the following basisfails to:
(a1) cure any material failure to perform, discharge or fulfill its obligations under the Subcontract including, but not limited to failure to observe or comply with any of the other instructions, terms, conditions, or warranties applicable to the Subcontract, (2) fails to make progress so as to endanger performance of the Subcontract, or (3) fails to provide adequate assurance of future performance. Additionally, Buyer may terminate the Subcontract immediately if Seller fails to deliver according to the Schedule or violates any Federal, state, local, or law pertaining to performance of the Subcontract. Default involving delivery schedule delays shall not be subject to cure provisions. Buyer shall not be liable for any work not accepted prior to termination. Buyer may require Seller to deliver to Buyer any supplies and materials, manufacturing materials, and manufacturing drawings Seller has specifically produced or acquired for the terminated portion of the Subcontract. Seller shall continue all work not terminated. Without Cause - For all madework not specially performed under the Subcontract, Buyer may terminate in whole or in part the Subcontract for its convenience by giving written notice to Seller and Buyer’s only obligation to Seller shall be payment of mutually agreed upon restocking or service charges. For work specially performed for Buyer, Buyer may terminate in whole or in part the Subcontract for its convenience by giving written notice to Seller. Seller shall be entitled to its costs already incurred in the performance of the work canceled, plus (unless Seller would have sustained a loss on the entire Subcontract had it been completed) a reasonable profit on such costs (unless Seller would have sustained a loss on the entire Subcontract had it been completed), which together may not exceed the contract price or not-to-order Goods: Buyer shall pay the purchase price in full for all items completed and ready for delivery; Buyer shall pay a percentage of the purchase price on such items as shall not be completed, equivalent to the percentage of completion; and Buyer shall pay in full the cost of all raw materials, consumable materials, manufacturing dies, tools, patterns and fixtures acquired exclusively exceed amount for the orderwork canceled. Buyer is not liable for work performed or costs incurred by Seller after notice of termination, and will take ownership and possession of all such items and will which reasonably could have been avoided. In no event shall Buyer be responsible liable for labor lost or other documenting expenses incurred anticipated profits, or unabsorbed indirect costs or overhead, or for any sum in connection therewith.
(b) For all madeexcess or the total Subcontract price or not-to-stock Goods: exceed amount. Seller’s termination claim shall be submitted within ninety (90) calendar days from the effective date of the written notice of termination. Seller shall continue all work not terminated. The amount of any payments made by Buyer to Seller under this clause shall pay (i) all costs and expenses of placing the cancelled Goods be determined in a saleable condition (restocking charge), (ii) any outgoing and incoming freight charges incurred by Seller in connection conformity with the delivery policies and return principles set forth in Part 49 and related sections of such Goods, if applicable, and (iii) all reasonable and necessary expenses incurred by Seller directly incident to Part 31 of the order up to FAR in effect at the date of cancellation. Invoices covering said costs shall be due and payable immediately upon Seller’s acceptance of cancellation. A stop work order will be deemed a cancellation and this Subcontract, unless inconsistent with the provisions express terms of this paragraph shall apply. If Buyer purchases Goods pursuant to an order for use in a contract with the U.S. Government and the U.S. Government terminates Buyer’s prime contract or a portion thereof for convenience, Buyer shall have the right to terminate only that portion of its contract with Seller which has been terminated by the U.S. Government in its prime contract. In such case, Buyer shall be responsible for those costs set forth aboveSubcontract.
Appears in 2 contracts
Samples: Terms and Conditions, Terms and Conditions
TERMINATION/CANCELLATION. Cancellation 16.1 Notwithstanding any other provision in the Purchase Order, Buyer may terminate the Purchase Order in whole or in part at any time by giving notice in writing to Seller, which termination shall be effective upon receipt of orders once placed with Buyer’s notice by Seller, which in the case of notice by telefacsimile shall be deemed to have occurred upon the transmission thereof as evidenced by Xxxxx’s written record of transmission, and in the case of notice by registered mail shall be deemed to have occurred two (2) business days from the date of mailing. In the event of termination under this or accepted by Seller can be made only with Seller’s consent. Should Buyer, due to good cause, desire to affect the cancellation of an accepted orderArticle 15, Seller will accept such cancellation on immediately stop performance of the following basis:
(a) For Purchase Order including any parts being performed under sub-orders and, at Buyer’s option, assign all madeoutstanding sub-to-order Goods: orders to Buyer. Buyer shall pay have the right to receive upon demand all documentation, the equipment and other items associated with the purchase price order in full their then current state of completion and Seller shall take all steps necessary so that such receipt by Buyer occurs in a timely manner. Buyer will not be liable for any work done or expenses incurred by Seller after the effective date of termination, unless such work or expenses are authorized in advance by Buyer in writing. In the event of termination under this article, subject to Section 17.1, Buyer will pay Seller for all items completed and ready for delivery; Buyer shall pay a percentage portions of the purchase price on such items equipment completed in accordance with the Purchase Order as of the effective date of termination and shall not be completed, equivalent to the percentage of completion; and Buyer shall pay in full the cost of all raw materials, consumable materials, manufacturing dies, tools, patterns and fixtures acquired exclusively reimburse Seller for the order, and will take ownership and possession of all such items and will be responsible for labor or other documenting expenses incurred in connection therewith.
(b) For all made-to-stock Goods: Buyer shall pay (i) all its costs and expenses of placing the cancelled Goods in a saleable condition (restocking charge), (ii) any outgoing and incoming freight charges reasonably incurred by Seller in connection with work in progress at the delivery and return effective date of such Goods, if applicable, and (iii) all reasonable and necessary expenses termination as well as any other costs reasonably incurred by Seller directly incident in connection with the prompt termination of performance to the order up extent Seller can provide to Buyer written substantiation of such costs. However, under no circumstances shall the date total of cancellation. Invoices covering said costs shall be due and the sums payable immediately upon Seller’s acceptance of cancellation. A stop work order will be deemed a cancellation and by Xxxxx to Seller under the provisions of this paragraph shall apply. If Buyer purchases Goods pursuant to an order for use in a contract with Purchase Order exceed the U.S. Government and the U.S. Government terminates Buyer’s prime contract or a portion thereof for convenience, Buyer shall have the right to terminate only that portion of its contract with Seller which has been terminated by the U.S. Government in its prime contract. In such case, Buyer shall be responsible for those costs set forth aboveprice.
Appears in 2 contracts
Samples: Purchase Order Terms and Conditions, Purchase Order Terms and Conditions
TERMINATION/CANCELLATION. Cancellation Buyer may, at any time, terminate an Order in whole or in part by written notice or verbal notice confirmed in writing to Seller. If an Order is terminated by Buyer for convenience, any claim of orders once placed with or accepted Seller shall be settled on the basis of actual costs (excluding anticipated profits and other pure economic, indirect and consequential losses) it has already incurred in the performance of the Order. Upon receipt of such notice of termination, Seller shall, unless otherwise directed by Seller can be made only with Seller’s consent. Should Buyer, due to good cause, desire to affect the cancellation of an accepted order, Seller will accept such cancellation on the following basis:
(a) For immediately terminate all made-to-order Goods: Buyer shall pay work under the purchase price in full for all items completed and ready for deliveryapplicable Order; Buyer shall pay a percentage of the purchase price on such items as shall not be completed, equivalent to the percentage of completion; and Buyer shall pay in full the cost of all raw materials, consumable materials, manufacturing dies, tools, patterns and fixtures acquired exclusively for the order, and will take ownership and possession of all such items and will be responsible for labor or other documenting expenses incurred in connection therewith.
(b) For all made-to-stock Goods: transfer title and deliver to Buyer shall pay (i) all costs completed work which conforms to the requirements of Buyer’s Order and expenses of placing the cancelled Goods in a saleable condition (restocking charge), (ii) any outgoing all reasonable quantities of work in process and incoming freight charges incurred materials produced or acquired in respect of the performance of the work terminated which are of a type and quality suitable for producing supplies in conformance to the requirements; (c) take all action necessary to protect property in Seller’s possession in which Buyer has or may acquire an interest; and (d) submit to Buyer promptly, but not later than twenty (20) days from the effective date of such termination its termination claim, otherwise the claim will be time-barred. Seller shall not manufacture in advance of Seller’s normal material lead-time and production flow time. Any preparation in violation of this prohibition shall be done at Seller’s risk and costs, and if Buyer terminates an Order in accordance with this Section 19, the advanced commitment in materials and work done by Seller shall not be claimed in this respect against Buyer. Buyer will make no payments for finished products, works-in- process or raw materials fabricated or procured by Seller in connection with amounts in excess of those authorized in an Order nor for any undelivered products which are in Seller’s standard stock or Notwithstanding the delivery and return of such Goodsforegoing, if applicabletermination is occasioned by Seller’s breach of any conditions hereof, including breach of warranty, or by Seller’s delay, Seller shall not be entitled to any costs, and (iii) Buyer shall claim against Seller all reasonable remedies provided by law and necessary expenses incurred by equity. Further, in the event Seller directly incident to the order up to the date of cancellation. Invoices covering said costs shall be due and payable immediately upon Seller’s acceptance of cancellation. A stop work order will be deemed a cancellation and the provisions of this paragraph shall apply. If Buyer purchases Goods pursuant to an order for use become insolvent or in a contract with the U.S. Government petition for bankruptcy, Buyer may, without further obligation to Seller, terminate all Order(s) associated herewith in whole or in part upon giving written notice to Seller without any remedy, and the U.S. Government terminates Buyer’s prime contract or a portion thereof for convenience, Buyer shall have the right of first refusal to terminate only purchase any tools, and materials of Seller that portion of its contract with Seller should allow Buyer to rebuild the tool and produce the products, to manufacture or procure and use and sell said items, sub- assemblies and spare parts under a royalty-free license which has been terminated by the U.S. Government in its prime contract. In such case, Buyer shall be responsible for those costs set forth aboveis hereby granted.
Appears in 1 contract
TERMINATION/CANCELLATION. Cancellation of orders once placed with or This order, when accepted by Seller can Vendor, is not subject to cancellation, price change, or reduction in amount of deliveries except with Xxxxx’s consent and upon terms contained herein. Buyer assumes no obligation for goods shipped in excess of this purchase order. Buyer reserves the right to change delivery specifications in accordance with its needs and (time being of the essence with respect to Vendor’s obligations) to cancel, reject, or return all or any part of shipment made after the time of the delivery specified in the order, or if shipped incomplete. In addition, all goods are bought with the understanding that if not satisfactory, they may be made only returned. No Payment is due until the Buyer accepts the goods and/or services. Buyers reserve the right, in addition to its other remedies, to charge Vendor with Sellerall costs, expenses and damages associated with any such return, rejection or cancellation. Buyer may cancel this order or any part thereof for the sole convenience of Buyer by written notice to Vendor. Upon receipt of such notice, Vendor shall discontinue work on all unshipped material. If this order is cancelled because of the Vendor’s consentdefault of any of the terms and conditions in this order, or a petition is filed by or against Vendor under any bankruptcy laws, or because Vendor makes a general assignment for the benefit of its creditors, or because Vendors fails to meet its obligations as they fail due, or because a receiver is appointed for any of the property of the Vendor, the obligations of Buyer under this order shall terminate. Should If this order or any part of hereof is canceled for the convenience of Buyer, due to good cause, desire to affect the cancellation of an accepted order, Seller will accept such cancellation on the following basis:
(a) For all made-to-order Goods: Buyer shall pay Vendor the purchase order price in full for all items completed materials separately priced and ready for delivery; Buyer shall pay a percentage delivered prior to the receipt by Vendor of the purchase notice of cancellation, and a pro-rata portion of the order price for all material delivered and not separately priced on such items as shall not be completed, equivalent to the percentage of completion; and Buyer shall pay in full the cost of all raw materials, consumable materials, manufacturing dies, tools, patterns and fixtures acquired exclusively for the order, and will take ownership and possession of all such items and will be responsible for labor or other documenting expenses incurred in connection therewith.
(b) For all made-to-stock Goods: Buyer shall pay (i) all costs and expenses of placing the cancelled Goods in a saleable condition (restocking charge), (ii) any outgoing and incoming freight charges incurred by Seller in connection with the delivery and return of such Goods, if applicable, and (iii) all reasonable and necessary expenses incurred by Seller directly incident to the order up to the date of cancellation. Invoices covering said costs shall be due and payable immediately upon Seller’s acceptance of cancellation. A stop work order will be deemed a cancellation and the provisions of this paragraph shall apply. If Buyer purchases Goods pursuant to an order for use in a contract with the U.S. Government and the U.S. Government terminates Buyer’s prime contract or a portion thereof for convenience, Buyer shall have the right to terminate only that portion of its contract with Seller which has been terminated by the U.S. Government in its prime contract. In such case, Buyer shall be responsible for those costs set forth above.
Appears in 1 contract
Samples: Purchase Order
TERMINATION/CANCELLATION. Cancellation Buyer may, at any time, terminate an Order in whole or in part by written notice or verbal notice confirmed in writing to Seller. If an Order is terminated by Buyer for convenience, any claim of orders once placed with or accepted by Seller can shall be made only with Seller’s consentsettled on the basis of actual costs (excluding anticipated profits and other pure economic, indirect and consequential losses) it has already incurred in the performance of the Order. Should Buyer, due to good cause, desire to affect the cancellation Upon receipt of an accepted ordersuch notice of termination, Seller will accept such cancellation on the following basis:
shall, unless otherwise directed by Xxxxx, (a) For immediately terminate all made-to-order Goods: Buyer shall pay work under the purchase price in full for all items completed and ready for deliveryapplicable Order; Buyer shall pay a percentage of the purchase price on such items as shall not be completed, equivalent to the percentage of completion; and Buyer shall pay in full the cost of all raw materials, consumable materials, manufacturing dies, tools, patterns and fixtures acquired exclusively for the order, and will take ownership and possession of all such items and will be responsible for labor or other documenting expenses incurred in connection therewith.
(b) For all made-to-stock Goods: transfer title and deliver to Buyer shall pay (i) all costs completed work which conforms to the requirements of Buyer’s Order and expenses of placing the cancelled Goods in a saleable condition (restocking charge), (ii) any outgoing all reasonable quantities of work in process and incoming freight charges incurred materials produced or acquired in respect of the performance of the work terminated which are of a type and quality suitable for producing supplies in conformance to the requirements; (c) take all action necessary to protect property in Seller’s possession in which Buyer has or may acquire an interest; and (d) submit to Buyer promptly, but not later than twenty (20) days from the effective date of such termination its termination claim, otherwise the claim will be time-barred. Seller shall not manufacture in advance of Seller’s normal material lead-time and production flow time. Any preparation in violation of this prohibition shall be done at Seller’s risk and costs, and if Buyer terminates an Order in accordance with this Section 19, the advanced commitment in materials and work done by Seller shall not be claimed in this respect against Xxxxx. Buyer will make no payments for finished products, works-in--process or raw materials fabricated or procured by Seller in connection with amounts in excess of those authorized in an Order nor for any undelivered products which are in Seller’s standard stock or which are readily marketable. Notwithstanding the delivery and return of such Goodsforegoing, if applicabletermination is occasioned by Seller’s breach of any conditions hereof, including breach of warranty, or by Seller’s delay, Seller shall not be entitled to any costs, and (iii) Xxxxx shall claim against Seller all reasonable remedies provided by law and necessary expenses incurred by equity. Further, in the event Seller directly incident to the order up to the date of cancellation. Invoices covering said costs shall be due and payable immediately upon Seller’s acceptance of cancellation. A stop work order will be deemed a cancellation and the provisions of this paragraph shall apply. If Buyer purchases Goods pursuant to an order for use become insolvent or in a contract with the U.S. Government petition for bankruptcy, Buyer may, without further obligation to Seller, terminate all Order(s) associated herewith in whole or in part upon giving written notice to Seller without any remedy, and the U.S. Government terminates Buyer’s prime contract or a portion thereof for convenience, Buyer shall have the right of first refusal to terminate only purchase any tools, and materials of Seller that portion of its contract with Seller should allow Buyer to rebuild the tool and produce the products, to manufacture or procure and use and sell said items, sub¬assemblies and spare parts under a royalty-free license which has been terminated by the U.S. Government in its prime contract. In such case, Buyer shall be responsible for those costs set forth aboveis hereby granted.
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TERMINATION/CANCELLATION. Cancellation of orders once placed with or This Order, when accepted by Seller, is not subject to cancellation, price change, or reduction in amount of deliveries by Seller can be made only except with Xxxxx’s written consent and upon terms contained herein. Buyer assumes no obligation for Deliverables shipped or performed in excess of the Order. Buyer reserves the right to change delivery specifications in accordance with its needs and (time being of the essence with respect to Seller’s consentobligations) to cancel, reject, or return all or any part of shipment made after the time of delivery specified in this Order, or if shipped incomplete. Should All Deliverables deemed unsatisfactory or nonconforming by Buyer shall be subject to return (for goods) or repair/replacement (for services). No payment shall be due until Buyer accepts the relevant Deliverables. Seller shall be solely responsible for all costs, expenses, and damages of every kind associated with any unsatisfactory or nonconforming Deliverable and Buyer shall have all remedies available under UCC Article 2. Buyer may cancel this Order or any part thereof for the sole convenience of Buyer by written notice to Seller prior to shipment or performance, as applicable. Upon receipt of such notice, Seller shall discontinue performance. If this Order is canceled because of the Seller s default of any of the terms and conditions in this Order, or a petition is filed by or against Seller under any bankruptcy laws, or because xxxxx makes a general assignment for the benefit of its creditors, or because Seller fails to meet its obligations as they fall due, or because a receiver is appointed for any of the property of Seller, the obligations of Buyer under this Order shall terminate. If this Order or any part hereof is canceled for the convenience of Buyer, due to good cause, desire to affect the cancellation of an accepted order, Seller will accept such cancellation on the following basis:
(a) For all made-to-order Goods: Buyer shall pay Seller the purchase Order price in full for all items completed materials separately priced and ready for delivery; Buyer shall pay a percentage delivered prior to the receipt by Seller of the purchase price on such items as shall not be completed, equivalent to the percentage notice of completion; and Buyer shall pay in full the cost of all raw materials, consumable materials, manufacturing dies, tools, patterns and fixtures acquired exclusively for the ordercancellation, and will take ownership and possession of all such items and will be responsible for labor or other documenting expenses incurred in connection therewith.
(b) For all made-to-stock Goods: Buyer shall pay (i) all costs and expenses of placing the cancelled Goods in a saleable condition (restocking charge), (ii) any outgoing and incoming freight charges incurred by Seller in connection with the delivery and return of such Goods, if applicable, and (iii) all reasonable and necessary expenses incurred by Seller directly incident to the order up to the date of cancellation. Invoices covering said costs shall be due and payable immediately upon Seller’s acceptance of cancellation. A stop work order will be deemed a cancellation and the provisions of this paragraph shall apply. If Buyer purchases Goods pursuant to an order for use in a contract with the U.S. Government and the U.S. Government terminates Buyer’s prime contract or a portion thereof for convenience, Buyer shall have the right to terminate only that pro rata portion of its contract with Seller which has been terminated by the U.S. Government in its prime contract. In such case, Buyer shall be responsible Order price for those costs set forth aboveall material delivered and not separately priced on the Order.
Appears in 1 contract
Samples: Purchase Agreement
TERMINATION/CANCELLATION. Cancellation of orders by Xxxxx once placed with or accepted by Seller Seller, can be made only with SellerXxxxxx’s written consent. Should Buyer, due to good causecause as agreed to by Seller in writing, desire to affect the cancellation of an accepted order, Seller will accept such cancellation on the following basis:
(a) For all made-to-order Goods: Buyer shall pay the quoted purchase price in full for all items completed and ready for delivery; or Buyer shall pay a percentage of the quoted purchase price on such items as shall not be completed, equivalent to the percentage of completion; and Buyer shall pay in full the cost of all raw unusable materials, consumable materials, manufacturing special dies, tools, patterns and fixtures acquired exclusively provided by Seller for the order, and will on payment therefore take ownership and possession of all such items and will be responsible for all labor or other documenting expenses incurred in connection therewith. An order for Goods may not be cancelled at less than 100% of the quoted purchase price if within thirty (30) days of completion.
(b) For all made-to-stock Goods: Buyer shall pay (i) all costs and expenses of placing the cancelled Goods in a saleable condition (restocking charge), (ii) any outgoing and incoming freight charges incurred by Seller in connection with the delivery and return of such Goods, if applicable, and (iii) all reasonable and necessary expenses incurred by Seller directly incident incidental to the order up to the date of cancellation. Invoices covering said costs shall be due and payable immediately upon Seller’s acceptance of cancellationcancellation in writing. A stop work order by Xxxxx will be deemed a cancellation and the provisions of this paragraph shall apply. If Buyer purchases Goods pursuant to an order for use in a contract with the U.S. Government and the U.S. Government terminates Buyer’s prime contract or a portion thereof for convenience, Buyer shall have the right to terminate only that portion of its contract with Seller which has been terminated by the U.S. Government in its prime contract. In such case, Buyer shall be responsible for those costs set forth above.
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Samples: Sales Contracts
TERMINATION/CANCELLATION. Cancellation of orders by Buyer once placed with or accepted by Seller Seller, can be made only with Seller’s written consent. Should Buyer, due to good causecause as agreed to by Seller in writing, desire to affect the cancellation of an accepted order, Seller will accept such cancellation on the following basis:
(a) For all made-to-order Goods: Buyer shall pay the quoted purchase price in full for all items completed and ready for delivery; or Buyer shall pay a percentage of the quoted purchase price on such items as shall not be completed, equivalent to the percentage of completion; and Buyer shall pay in full the cost of all raw unusable materials, consumable materials, manufacturing special dies, tools, patterns and fixtures acquired exclusively provided by Seller for the order, and will on payment therefore take ownership and possession of all such items and will be responsible for all labor or other documenting expenses incurred in connection therewith. An order for Goods may not be cancelled at less than 100% of the quoted purchase price if within thirty (30) days of completion.
(b) For all made-to-stock Goods: Buyer shall pay (i) all costs and expenses of placing the cancelled Goods in a saleable condition (restocking charge), (ii) any outgoing and incoming freight charges incurred by Seller in connection with the delivery and return of such Goods, if applicable, and (iii) all reasonable and necessary expenses incurred by Seller directly incident incidental to the order up to the date of cancellation. Invoices covering said costs shall be due and payable immediately upon Seller’s acceptance of cancellationcancellation in writing. A stop work order by Buyer will be deemed a cancellation and the provisions of this paragraph shall apply. If Buyer purchases Goods pursuant to an order for use in a contract with the U.S. Government and the U.S. Government terminates Buyer’s prime contract or a portion thereof for convenience, Buyer shall have the right to terminate only that portion of its contract with Seller which has been terminated by the U.S. Government in its prime contract. In such case, Buyer shall be responsible for those costs set forth above.
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Samples: Sales Contracts
TERMINATION/CANCELLATION. Cancellation Buyer may, at any time, terminate an Order in whole or in part by written notice or verbal notice confirmed in writing to Seller. If an Order is terminated by Buyer for convenience, any claim of orders once placed with or accepted by Seller can shall be made only with Seller’s consentsettled on the basis of actual costs (excluding anticipated profits and other pure economic, indirect and consequential losses) it has already incurred in the performance of the Order. Should Buyer, due to good cause, desire to affect the cancellation Upon receipt of an accepted ordersuch notice of termination, Seller will accept such cancellation on the following basis:
shall, unless otherwise directed by Xxxxx, (a) For immediately terminate all made-to-order Goods: Buyer shall pay work under the purchase price in full for all items completed and ready for deliveryapplicable Order; Buyer shall pay a percentage of the purchase price on such items as shall not be completed, equivalent to the percentage of completion; and Buyer shall pay in full the cost of all raw materials, consumable materials, manufacturing dies, tools, patterns and fixtures acquired exclusively for the order, and will take ownership and possession of all such items and will be responsible for labor or other documenting expenses incurred in connection therewith.
(b) For all made-to-stock Goods: transfer title and deliver to Buyer shall pay (i) all costs completed work which conforms to the requirements of Buyer’s Order and expenses of placing the cancelled Goods in a saleable condition (restocking charge), (ii) any outgoing all reasonable quantities of work in process and incoming freight charges incurred materials produced or acquired in respect of the performance of the work terminated which are of a type and quality suitable for producing supplies in conformance to the requirements; (c) take all action necessary to protect property in Seller’s possession in which Buyer has or may acquire an interest; and (d) submit to Buyer promptly, but not later than twenty (20) days from the effective date of such termination its termination claim, otherwise the claim will be time-barred. Seller shall not manufacture in advance of Seller’s normal material lead-time and production flow time. Any preparation in violation of this prohibition shall be done at Seller’s risk and costs, and if Buyer terminates an Order in accordance with this Section 19, the advanced commitment in materials and work done by Seller shall not be claimed in this respect against Buyer. Buyer will make no payments for finished products, works-in- process or raw materials fabricated or procured by Seller in connection with amounts in excess of those authorized in an Order nor for any undelivered products which are in Seller’s standard stock or which are readily marketable. Notwithstanding the delivery and return of such Goodsforegoing, if applicabletermination is made with course due to Seller’s breach of any terms and conditions hereof, including but not limited to Section 24 and Section 25, breach of warranty, or by Seller’s delay, Seller shall not be entitled to any costs, and (iii) Buyer shall claim against Seller all reasonable remedies provided by law and necessary expenses incurred by equity. Further, in the event Seller directly incident to the order up to the date of cancellation. Invoices covering said costs shall be due and payable immediately upon Seller’s acceptance of cancellation. A stop work order will be deemed a cancellation and the provisions of this paragraph shall apply. If Buyer purchases Goods pursuant to an order for use become insolvent or in a contract with the U.S. Government petition for bankruptcy, Buyer may, without further obligation to Seller, terminate all Order(s) associated herewith in whole or in part upon giving written notice to Seller without any remedy, and the U.S. Government terminates Buyer’s prime contract or a portion thereof for convenience, Buyer shall have the right of first refusal to terminate only purchase any tools, and materials of Seller that portion of its contract with Seller should allow Buyer to rebuild the tool and produce the products, to manufacture or procure and use and sell said items, sub- assemblies and spare parts under a royalty-free license which has been terminated by the U.S. Government in its prime contract. In such case, Buyer shall be responsible for those costs set forth aboveis hereby granted.
Appears in 1 contract
Samples: Standard Purchase Terms & Conditions
TERMINATION/CANCELLATION. Cancellation Buyer may cancel this total Purchase Order or any unfilled portions thereof at any time. In addition to and without limiting any of orders once placed Buyer’s other remedies, Buyer may cancel this order in whole or in part, without any liability to Seller hereunder, if the Goods, or any part thereof, are not delivered or performed at the times, at the places, in the manner, at the prices and in the quantities set forth on this Purchase Order, or if any of the terms or conditions herein are breached, if any action is taken with commences a voluntary or accepted by involuntary state of federal bankruptcy or insolvency proceeding against Seller can be made only with or if a receiver or similar official is appointed for any substantial part of Seller’s consent. Should Buyer, due to good cause, desire to affect the cancellation of an accepted order, Seller will accept such cancellation on the following basis:
(a) For all made-to-order Goods: Buyer shall pay the purchase price in full for all items completed and ready for delivery; Buyer shall pay a percentage of the purchase price on such items as shall not be completed, equivalent to the percentage of completion; and Buyer shall pay in full the cost of all raw materials, consumable materials, manufacturing dies, tools, patterns and fixtures acquired exclusively for the order, and will take ownership and possession of all such items and will be responsible for labor or other documenting expenses incurred in connection therewith.
(b) For all made-to-stock Goods: Buyer shall pay (i) all costs and expenses of placing the cancelled Goods in a saleable condition (restocking charge), (ii) any outgoing and incoming freight charges incurred by Seller in connection with the delivery and return of such Goods, if applicable, and (iii) all reasonable and necessary expenses incurred by Seller directly incident to the order up to the date of cancellation. Invoices covering said costs shall be due and payable immediately upon Seller’s acceptance of cancellation. A stop work order will be deemed a cancellation and the provisions of this paragraph shall applyassets. If Buyer purchases Goods pursuant cancels or suspends this order in whole or in part at any time for any other reason, Seller shall, to the extent specified in Buyer’s notice, promptly suspend work, terminate any work being performed by others under any outstanding subcontracts with respect to the Goods, take all other reasonable steps to minimize its expenses with respect to the Goods, and take all necessary action to protect all property in Seller’s possession in which Buyer has or may acquire an interest. Any claim for damages resulting from such cancellation or suspension must be submitted to Buyer within 60 days after Seller has been notified to cancel or suspend the order. Any cancellation or suspension by Buyer shall be without prejudice to any of Buyer’s claims for damages or its other rights against Seller. Buyer, at its option, may accept the late or nonconforming Goods, and Seller will agree to an order for use equitable adjustment in a contract with the U.S. Government and the U.S. Government terminates Buyer’s prime contract or a portion thereof for convenienceprice of those Goods. If Buyer elects to cancel this Purchase Order, Buyer shall have the right option to terminate only that portion take any goods, work or other items included in this Purchase Order whether finished, unfinished, or in process, upon such terms as Buyer and Seller may negotiate. If Xxxxx has instructed Seller to suspend work, by no later than 90 days after the giving of its contract with such instruction, Xxxxx must either cancel the order or instruct Seller which has been terminated to continue the work. If Buyer elects to continue, Seller shall, within 30 days after such election to continue, submit to Buyer any claim it may have for adjustment of price, delivery schedule or any other item affected by the U.S. Government in its prime contract. In such case, Buyer shall be responsible for those costs set forth abovework stoppage.
Appears in 1 contract
Samples: Purchase Order