1. For Cause. We reserve the right to cancel all or any part of the Purchase Terms, effective on the date specified in our written notice of termination, without liability, if you:
- Repudiate or breach any part of the Purchase Terms;
- Fail to provide adequate assurances of performance as requested, and within the time period required by us;
- Exceed any scheduled performance date, including but not limited to the delivery date;
- Fail to provide the Supplies in conformity with the specifications and technical requirements in the Purchase Terms;
- Experience a:
- Change of control or a sale of a substantial portion of your assets or become insolvent;
- Bankruptcy; or
- General assignment for the benefit of creditors, or a receiver is appointed for you; or
- Fail to perform as otherwise specified by us, or the Purchase Terms
For any termination occurring under Article VII, Section 1.e, we may take possession of the Supplies at whatever stage of completion they may be, immediately obtain custody of all Proprietary Information, and contract with or employ any other person(s) to finish such Supplies. In any event of a termination under Article VII, Section 1, you will be liable for all direct, incidental and consequential losses, costs and expenses incurred by us (including reasonable fees of attorneys and other professionals) relating to the cause for termination. We, in turn, we will pay you, subject to any claims we have hereunder, for any unpaid Supplies previously delivered and accepted that fully conform to the requirements of the Purchase Terms, and any undelivered finished or unfinished Supplies we choose to take possession of, in our sole discretion. Should we terminate all or any part of the Purchase Terms for cause, we shall have no obligation to make any payment to you of any kind, or to provide to you any restitution of any alleged damages related to your assertion that you have detrimentally relied upon the Purchase Terms.
2. For Convenience. Because of the commitments we have to our members, you may not terminate all, or any part of the Purchase Terms, at your option. In addition to any other rights we have to cancel or terminate the Purchase Terms, we may at our option immediately terminate all or any part of the Purchase Terms at any time and with or without any reason, effective on the date specified in our written notice. Upon such termination for convenience, we will pay you the following amounts without duplication: (i) the price for all Supplies that have been completed in conformity with a purchase order, accepted by us, and not previously paid for; and (ii) the actual cost (without mark-up or profit) of any work-in-process, parts and/or materials, incurred by you in furnishing Supplies; less, the reasonable value or cost (whichever is higher) of any Supplies, work-in-progress, parts, and/or materials capable of being used or sold by you. Payments made under this Article VII, Section 2 will not exceed the aggregate price we would have paid for finished Supplies. Except as provided in this Article VII, Section 2, we will not be liable for, directly or on account of claims by your subcontractors, loss of anticipated profit, unabsorbed overhead, interest on claims, product development and engineering costs, facilities and equipment rearrangement costs or rental, unamortized depreciation costs and general and administrative burden charges from termination of any order.
You will furnish us, within 30 days after the effective date of any termination under this Article VII, Section 2, your termination claim, if applicable. Your claim must include sufficient supporting data to permit us to verify and substantiate the claim. We may audit your records, before or subsequent to payment, to verify amounts requested in your termination claim.