Force Majeure. Seller is not responsible for any failure to perform or delay attributable in whole or in part to any cause beyond its reasonable control, including but not limited to acts of God, fire, flood, tornado, earthquake, hurricane, lightning, government actions, actual or threatened acts of war, terrorism, civil disturbance or insurrection, sabotage, labor shortages or disputes, failure or delay in delivery by Seller’s suppliers or subcontractors, transportation difficulties, shortage of energy, raw materials or equipment, or Purchaser’s fault or negligence. In the event of any such delay the delivery date shall be deferred for a period equal to the time lost by reason of thedelay.
Force Majeure. Neither Seller nor Buyer will be liable for delay or failure to perform any obligation under this Purchase Order to the extent caused by any cause beyond the reasonable control of the impacted party (“Force Majeure”); provided the Force Majeure could not have been prevented by the exercise of reasonable diligence and was not caused by such impacted party’s negligence. Force Majeure may include, without limitation, acts of God, fire, war, embargoes, riots, acts or orders of government, acts of terrorism, or civil commotion; provided, however Force Majeure shall expressly exclude
(i) strikes, lockouts, or other labor disputes involving a party’s own employees or personnel;
(ii) equipment failure caused by failure to perform adequate inspection(s), maintenance, and repair;
(iii) inability to obtain power or energy, unless caused by the failure of a utility provider; and/or
(iv) inability to obtain materials, unless such inability is directly caused by commercially unreasonable terms mandated by a sole source supplier.
Force Majeure. 11.1 Except for the payments due for the Goods delivered by the Seller, any party ("Affected Party") hereto shall not be responsible to the other party ("Non-Affected Party") for nonperformance [either in whole or in part] or delay in performance of the terms and conditions of the Agreement, due to war, war-like operation, Acts of God, riot, strikes, sabotage or other labor disturbances in the manufacturing plant; lockout of the manufacturing plant ; epidemics, floods, earthquakes, typhoon; embargoes, laws and regulations of the Buyer's country or seller's country; or any other causes beyond the control of the parties. In case of any such event the terms of this Agreement relating to time and performance shall be suspended during the continuance of the event.
11.2 Within [five (5) days] from the date of commencement of the event, the Affected Party shall advise the Non-Affected Party by telex, FAX, E-mail or cable of the date when such delay in performance commenced, and the reasons therefor as enumerated in this Agreement; likewise, within [five (5) days] after the delays ends, the Affected Party shall advise Non-Affected Party by telex, cable, FAX or E-mail of the date when such delay ended, and shall also specify the redetermined time by which the performance of the obligation hereunder is to be completed. Article 12. Xxxxxx, Indemnity
12.1 In the event either party breaches an obligation under this Agreement or interferes with the other party in the performance of this Agreement, it shall be liable to the other party for any reasonable direct damages thereby sustained by the other party. In the event a third party commences any proceeding for which a party hereto is liable, such party shall promptly notify the other party and allow the other party to participate in all stages of the proceeding and settlement thereof. Failure to promptly notify or allow equitable participation by the other party shall reduce the right of indemnity by the extent of actual resultant prejudice.
12.2 It is specifically understood and agreed by both parties that the Buyer shall be solely responsible for observance of any restriction against importation of the Goods imposed by any [federal or local authority in (U.S.A)] and shall defend and save harmless the Seller from any liabilities and obligations under the restriction or any claims arising out of the infringement of the restriction.
Force Majeure. Neither party shall be liable for any delay in or failure of performance under this Agreement if such delay or failure is caused by acts of God, riots, war, strikes or other labor troubles, or any other events beyond the control of the parties affected.
Force Majeure. If Seller is unable to produce, sell or deliver any goods or services covered by this Contract, or Buyer is unable to accept delivery, buy or use any goods or services covered by this Contract, as a result of an event or occurrence beyond the reasonable control of the affected party and without such party’s fault or negligence, then any delay or failure to perform under this Contract that results from such event or occurrence will be excused for only so long as such event or occurrence continues, provided, however, that the affected party gives written notice of each such delay (including the anticipated duration of the delay) to the other party as soon as possible after the event or occurrence (but in no event more than three (3) days thereafter). Such events and occurrences may include, by way of example and not limitation, natural disasters, fires, floods, windstorms, severe weather, explosions, riots, wars, sabotage, labor problems (including lockouts, strikes and slowdowns), equipment breakdowns and power failures. During any delay or failure to perform by Seller, Buyer may
(i) purchase substitute goods from other available sources, in which case the quantities under this Contract will be reduced by the quantities of such substitute goods and Seller will reimburse Buyer for any additional costs to Buyer of obtaining the substitute goods compared to the prices set forth in this Contract and/or
(ii) have Seller provide substitute goods from other available sources in quantities and at times Buyer requests and at the prices set forth in this Contract. If Seller fails to provide adequate assurances that any delay will not exceed thirty (30) days or if any delay lasts more than thirty (30) days, Buyer may terminate this Contract without any liability to Seller or obligation to purchase raw materials, work-in-process or finished goods under Section 11. Before any of Seller’s labor contracts expire and as soon as Seller anticipates or learns of any impending strike, labor dispute, work stoppage or other disruption at Seller’s facilities that might affect the delivery of goods to Buyer, Seller will produce (and locate in an area that will not be affected by any such disruption) a finished inventory of goods in quantities sufficient to ensure the supply of goods to Buyer for at least thirty (30) days after such disruption commences.
Force Majeure. 8.1 Force Majeure is to be understood as an event be- yond a Party’s reasonable control preventing or hin- dering the Party from performing its obligation under the Order and - which could not reasonably have been ex- pected to have been taken into account at the time of the conclusion of the Order, and - which could not reasonably have been avoided or overcome, and - the consequences of which could not reasona- bly have been avoided or overcome. Notwithstanding the foregoing, the following shall not – without limitation - constitute cases of Force Majeure: - delays of Sub-Vendor or the Owner, except if caused by Force Majeure, - strikes - a lack or delay of any permits or authorizations which the Vendor is obliged to obtain in order to provide the Ordered Items, and - climatic and weather conditions, e.g. freezing, storms, floods etc., which can be reasonably ex- pected.
8.2 As a prerequisite for any claim by the Vendor hereun- der, if the execution of the Order is affected in part or as a whole by Force Majeure, the Vendor shall give prompt notice of the start of Force Majeure, the ex- pected delay and any other expected consequences on the Order caused by Force Majeure, and shall at any time take all reasonable precautions and measures to minimise the effects of Force Majeure, and shall prove Force Majeure and its consequences in reasonable time.
8.3 In case the Vendor claims Force Majeure he shall no- tify the Buyer weekly (or within another period agreed with the Buyer) of its efforts to overcome, re- move and/or mitigate the Force Majeure and shall notify the Buyer immediately when the Force Majeure event and/or its effects have ceased.
Force Majeure. Neither of the parties hereto shall be liable to the other party for ,loss or damages suffered by such other party due to strikes, storms, fires, acts of God, or any cause similar to the foregoing beyond the reasonable control of the party, the performance of whose obligations hereunder is affected by such cause, and 친e performance of obligations hereunder shall be suspended during, but no longer than, the existence of such cause, and, provided that if such force majeure condition has continued for not less than one(1)year, either party may terminate this AGREEMENT by giving the other party sixty(60) days written notice te that effect.