Termination for Cause by Distributor Sample Clauses
The 'Termination for Cause by Distributor' clause grants the distributor the right to end the agreement if the supplier fails to meet certain obligations or breaches key terms. Typically, this clause outlines specific events that constitute cause, such as non-delivery of products, repeated quality issues, or insolvency of the supplier, and may require the distributor to provide written notice and an opportunity to cure the breach. Its core practical function is to protect the distributor from ongoing harm or risk by allowing them to exit the contract when the supplier's actions undermine the business relationship.
POPULAR SAMPLE Copied 35 times
Termination for Cause by Distributor. Distributor may terminate this Agreement in whole with immediate effect upon written notice to Supplier if Distributor determines, after consultation with Supplier, (i) the occurrence of Technical Failure, adverse Product safety reports or substantial non-compliance notifications for the Product from a certification body or regulatory authority; (ii) Supplier’s failure to reach the defined Minimum Customer Satisfaction Requirements; or (iii) 510k clearance for the Products and the Disposables is not obtained by December 31, 2011, provided the circumstances so determined as grounds for determination were not in any way caused by or the consequence of any act or omission of Distributor. Distributor will not be allowed to terminate this Agreement (a) before sending written notification to Supplier of its intention for such termination and of the grounds for that intention, and (b) then promptly submitting the notification for such termination to the Distribution Steering Committee with the request to promptly resolve the matter in accordance with article 4 aiming to agree a remedial plan between the Parties, and (c) before expiration of 3 months after the date of the notification to Supplier of Distributor’s intention to terminate the Agreement during which 3 months Distributor will no longer be bound by its Minimum Distributor Requirements. In the event of a situation described in clauses (ii) or (iii), termination of this Agreement shall be Distributor’s sole remedy.
Termination for Cause by Distributor. In the event of (i) any material breach of this Agreement by Palomar, including Palomar’s (a) material failure to notify Distributor as set out in this Agreement, (b) material failure to supply Distributor with Products as set out in this Agreement, (c) material sales or other export of Products intended at the time of sale for use primarily inside the Territory to the extent not prohibited by applicable law and regulation, in violation of Section 3.8, (d) material failure to provide service and support as set out in this Agreement, (e) material failure to protect Distributor’s Proprietary and Confidential Material, including customer information, as set out in this Agreement or (f) material failure to comply with export laws or other laws and regulations as set forth in Section 10.1, (ii) Palomar insolvency, or the appointment of a receiver to hold, manage or operate Palomar’s business or (iii) the institution of proceedings by or against Palomar under any bankruptcy or insolvency law, then in any such case Distributor may, effective immediately upon delivery of written notice to Palomar, terminate this Agreement in its entirety; provided that in the case of a breach of this Agreement by Palomar that is capable of being cured, Distributor shall give Palomar a period of ** days from receipt of notice of the breach to cure such breach, after which the termination shall become effective if the breach has not been cured.