Common use of Failure to pay or take the shipments Clause in Contracts

Failure to pay or take the shipments. In the event that (i) the Buyer fails to pay any sum on the tenth (10) calendar day payment terms set forth in Section 5.1. hereof, or (ii) the Buyer fails to take delivery of two shipments of the Product, the Seller may after sending to the Buyer the notice describing the occurrences set out in this Section and without prejudice to any of the Seller’s other rights under this Agreement, at its own discretion and at any time: terminate this Agreement after sending of a termination written notice to the Buyer with termination effect from the date of sending such notice; deduct the amount outstanding from the Buyer from the unused portion of the prepayment with a consequent reduction in the amount of the prepayment available for payment in respect of later shipments of the Product; and/or suspend this Agreement in accordance to the following terms: The Seller shall notify the Buyer in writing of the suspension of the Agreement, indicating the commencement date for such suspension. Throughout the suspension period the Agreement shall continue to be in full force and effect, but any Seller’s obligations arising during the suspension period shall be cancelled. For the avoidance of doubt under no circumstances the Buyer’s obligations to pay any sum due under this Agreement may be deemed or considered cancelled under this Section. The suspension of the Agreement shall terminate at any time throughout the suspension period in which: (1) the Buyer makes the payment of the due amount; (2) the Buyer, if the Seller had used a portion of the prepayment to payment per Section 10.2.4(ii) above, transfers to the Seller to be held as the prepayment an amount equal to the portion of the prepayment used by the Seller per Section 10.2.4(ii) above. The suspension period shall terminate immediately on the later of (Y) the Business Day following payment in accordance with Section 10.2.4(iii)b.(1) or Section 10.2.4(iii)b.(2) above or, (Z) the Buyer notifying the Seller in writing of the payment or restoration of the prepayment per Sections 10.2.4(iii)b.(1) and 10.2.4(iii)b.(2) above. (3) If the period of suspension continues for more than three (3) months from the commencement date notified by the Seller, the Seller may in its own discretion and at any time after the suspension has exceeded three (3) months terminate this Agreement per Section 10.2.2.1. above. Upon termination of the suspension period per Section 10.2.4(iii)b.(1) or Section 10.2.4(iii)b.(2) above, the obligations of the Buyer and the Seller under the Agreement will be completely reinstated, excluding the quantity of the Product due to be delivered during the suspension period (the “Cancelled Product quantity”). For the avoidance of doubt, the Seller may sell the Cancelled Product quantity to any third party any time during suspension period or after its termination and if the Seller elects to sell the Cancelled Product quantity to a third party the quantity of the Product sold to the third party will be deducted from the total volumes of the Product to be delivered by the Seller to the Buyer under the present Agreement and the respective portion of the prepayment which should have been set off against such Product will be set off against all and any costs of sale of the Cancelled Product quantity or any part of it to the third party with any difference in the price obtained for the Product when compared to the Price of the Product and the discrepancy between the amounts (if any) shall be credited or debited in the next invoice. 10.3.

Failure to pay or take the shipments. In the event that (i) the Buyer fails to pay any sum on the t tenth (10) calendar day payment terms set forth in Section 5.1. hereof, or (ii) the Buyer fails to take delivery of two shipments of the Product, the Seller may after sending to the Buyer the notice describing the occurrences set out in this Section and without prejudice to any of the Seller’s other rights under this Agreement, at its own discretion and at any time: terminate this Agreement after sending of a termination written notice to the Buyer with termination effect from the date of sending such notice; deduct the amount outstanding from the Buyer from the unused portion of the prepayment with a consequent reduction in the amount of the prepayment available for payment in respect of later shipments of the Product; and/or suspend this Agreement in accordance to the following terms: The Seller shall notify the Buyer in writing of the suspension of the Agreement, indicating the commencement date for such suspension. Throughout the suspension period the Agreement shall continue to be in full force and effect, but any Seller’s obligations arising during the suspension period shall be cancelled. For the avoidance of doubt under no circumstances the Buyer’s obligations to pay any sum due under this Agreement may be deemed or considered cancelled under this Section. The suspension of the Agreement shall terminate at any time throughout the suspension period in which: (1) the Buyer makes the payment of the due amount; (2) the Buyer, if the Seller had used a portion of the prepayment to payment per Section 10.2.4(ii) above, transfers to the Seller to be held as the prepayment an amount equal to the portion of the prepayment used by the Seller per Section 10.2.4(ii) above. The suspension period shall terminate immediately on the later of (Y) the Business Day following payment in accordance with Section 10.2.4(iii)b.(1) or Section 10.2.4(iii)b.(2) above or, (Z) the Buyer notifying the Seller in writing of the payment or restoration of the prepayment per Sections 10.2.4(iii)b.(1) and 10.2.4(iii)b.(2) above. (3) If the period of suspension continues for more than three (3) months from the commencement date notified by the Seller, the Seller may in its own discretion and at any time after the suspension has exceeded three (3) months terminate this Agreement per Section 10.2.2.1. above. Upon termination of the suspension period per Section 10.2.4(iii)b.(1) or Section 10.2.4(iii)b.(2) above, the obligations of the Buyer and the Seller under the Agreement will be completely reinstated, excluding the quantity of the Product due to be delivered during the suspension period (the “Cancelled Product quantity”). For the avoidance of doubt, the Seller may sell the Cancelled Product quantity to any third party any time during suspension period or after its termination and if the Seller elects to sell the Cancelled Product quantity to a third party the quantity of the Product sold to the third party will be deducted from the total volumes of the Product to be delivered by the Seller to the Buyer under the present Agreement and the respective portion of the prepayment which should have been set off against such Product will be set off against all and any costs of sale of the Cancelled Product quantity or any part of it to the third party with any difference in the price obtained for the Product when compared to the Price of the Product and the discrepancy between the amounts (if any) shall be credited or debited in the next invoice. 10.3.

Failure to pay or take the shipments. In the event that (i) the Buyer fails to pay any sum on the tenth thirtieth (1030) calendar day payment terms set forth in Section 5.16.1. hereof, or (ii) the Buyer fails to take delivery of two four shipments of the ProductEquipment, the Seller may after sending to the Buyer the notice describing the occurrences set out in this Section and without prejudice to any of the Seller’s other rights under this Agreement, at its own discretion and at any time: terminate this Agreement after sending of a termination written notice to the Buyer with termination effect from the date of sending such notice; (i) deduct the amount outstanding from the Buyer from the unused portion of the prepayment with a consequent reduction in the amount of the prepayment available for payment in respect of later shipments of the ProductEquipment; and/or suspend this Agreement in accordance to the following terms: The Seller shall notify the Buyer in writing of the suspension of the Agreement, indicating the commencement date for such suspension. Throughout the suspension period the Agreement shall continue to be in full force and effect, but any Seller’s obligations arising during the suspension period shall be cancelled. For the avoidance of doubt under no circumstances the Buyer’s obligations to pay any sum due under this Agreement may be deemed or considered cancelled under this Section. The suspension of the Agreement shall terminate at any time throughout the suspension period in which: (1) the Buyer makes the payment of the due amount; (2) the Buyer, if the Seller had used a portion of the prepayment to payment per Section 10.2.4(ii11.2.4(i) above, transfers to the Seller to be held as the prepayment an amount equal to the portion of the prepayment used by the Seller per Section 10.2.4(ii11.2.4(i) above. The suspension period shall terminate immediately on the later of (Y) the Business Day following payment in accordance with Section 10.2.4(iii)b.(1) or Section 10.2.4(iii)b.(2) above 11.2.4 or, (Z) the Buyer notifying the Seller in writing of the payment or restoration of the prepayment per Sections 10.2.4(iii)b.(1) and 10.2.4(iii)b.(2) above. (3) If the period of suspension continues for more than three (3) months from the commencement date notified by the Seller, the Seller may in its own discretion and at any time after the suspension has exceeded three (3) months terminate this Agreement per Section 10.2.2.1. 11.2.4 above. Upon termination of the suspension period per Section 10.2.4(iii)b.(1) or Section 10.2.4(iii)b.(2) 11.2.4. above, the obligations of the Buyer and the Seller under the Agreement will be completely reinstated, excluding the quantity of the Product due to be delivered during the suspension period (the “Cancelled Product quantity”). For the avoidance of doubt, the Seller may sell the Cancelled Product quantity to any third party any time during suspension period or after its termination and if the Seller elects to sell the Cancelled Product quantity to a third party the quantity of the Product sold to the third party will be deducted from the total volumes of the Product to be delivered by the Seller to the Buyer under the present Agreement and the respective portion of the prepayment which should have been set off against such Product will be set off against all and any costs of sale of the Cancelled Product quantity or any part of it to the third party with any difference in the price obtained for the Product when compared to the Price of the Product and the discrepancy between the amounts (if any) shall be credited or debited in the next invoice. 10.311.3.