Common use of Default of Seller Clause in Contracts

Default of Seller. If Seller shall (a) fail to deliver Goods and/or Services within the time scheduled or in compliance to the Delivery Date or (b) fail to perform any other provision of this order or (c) become insolvent, or (d) file or have filed against it a petition under any state or federal bankruptcy or insolvency law, then, and in any such event, without prejudice to Buyer’s other rights or remedies Buyer shall have the right at its option to terminate this order, in whole or in part. Upon any such termination Buyer may exercise any and all rights accruing to it, both at law including those set forth in the Uniform Commercial Code or in equity and may also (1) require Seller to deliver forthwith any or all Goods , or parts thereof, which have been produced, or are in process of production pursuant to this order, in which event Buyer shall pay Seller the order price for the acceptable completed items so delivered and shall reimburse Seller for its costs actually incurred with respect to the partially completed Goods so delivered, provided that such costs in no event shall exceed the order price equitably allocated therefore and (2) procure, for such items and in such manner as it may deem appropriate, Goods and/or Services similar to those terminated, and to recover from Seller the excess cost incurred by Buyer in procuring such similar Goods and/or Services. Seller’s obligations under the Warranty, Patent and Confidentiality provisions of this order shall survive such termination.

Default of Seller. If Time is of the essence in this Contract. In the event that the Seller shall (a) fail to deliver Goods and/or Services make suitable progress toward delivering the supplies, or materials or performing the services required by this Contract within the time scheduled herein provided or in compliance to the Delivery Date any extension of such time, or (b) fail to perform any other provision of this order Contract or (c) become insolventso fail to make progress as to endanger timely and proper performance of the same or, fail to perform or conform to the specifications agreed to by the contract parties, the Buyer has the right to immediately terminate the contract, in whole or in part, for default. If during contract performance, the Buyer has cause to believe the Seller is failing to comply with the terms of this contract, Xxxxx shall notify Seller of same and the Seller shall have a set period of time as defined by the Buyer after notification in which to provide a corrective action plan to the Buyer. Notification may be in person, via telephone, fax, or (d) file e-mail to be documented in a letter to the Seller. In any case, if the Seller does not cure such failure within a period defined by the Buyer after receipt of notice from the Buyer to proceed with the corrective plan, the Buyer shall have the right to immediately cancel or have filed against it terminate this Contract in whole or in part by an in person, telephone, fax, or e-mail notice to be formally documented in a petition under any state letter to the Seller. In the event of such cancellation or federal bankruptcy or insolvency lawtermination, then, and in any such event, without prejudice to Buyer’s other rights or remedies the Buyer shall have the right at its option to terminate this order, require the Seller to transfer title to and deliver to such extent and in whole or in part. Upon any such termination manner as the Buyer may exercise direct any completed or partially completed supplies and all rights accruing to it, both at law including those set forth in any materials acquired for the Uniform Commercial Code or in equity and may also (1) require Seller to deliver forthwith any or all Goods , or parts thereof, which have been produced, or are in process performance of production pursuant to this order, in which event Contract. The Buyer shall pay the Seller the order price Contract price, if separately stated or ascertainable, for the any acceptable completed items supplies so delivered transferred and delivered. The Buyer shall reimburse the Seller for its the costs actually incurred by the Seller with respect to the any partially completed Goods supplies and materials so transferred and delivered, provided provided, that if it appears through audit or otherwise that Seller’s cost of performing this Contract in full would have exceeded the contract price herein set forth, then the amount of the Seller’s cost payable by the Buyer for such costs partially completed supplies and materials shall be reduced by a pro rata share of such excess. The Buyer shall also, in no the event shall exceed of such termination, have the order price equitably allocated therefore and (2) right to procure, for on such items terms and in such manner as it may deem appropriate, Goods and/or Services supplies or services similar to those so terminated, and to recover from the Seller or to apply as a set off against any sum then or thereafter due to the Seller the excess cost costs incurred by Buyer it in procuring such similar Goods and/or Servicessupplies or services; however, except with respect to the default of lower tier Subcontractors, the Seller shall not be liable for such excess costs where the failure upon which the termination is based has arisen out of causes beyond the control and without the fault or negligence of the Seller, such causes being deemed to include by way of illustration but not limitation, fires, floods, earthquakes, acts of God, strikes and acts of the public enemy. Seller’s obligations under If the Warrantyfailure to perform is caused by the default of a lower tier Subcontractor, Patent and Confidentiality provisions if such default arises out of causes beyond the control of both the Seller and its Subcontractor, and without the fault or negligence of either of them, the Seller shall not be liable for any excess costs for failure to perform, unless the supplies or services to be furnished by the Subcontractor were obtainable from other sources in sufficient time to permit the Seller to meet the required delivery schedule or other performance requirements. The right and remedies of the Buyer provided in this order General Provision shall survive such terminationnot be exclusive and are in addition to any rights and remedies provide by law or this Contract.