广州国际货物买卖律师：Supply of goods agreement /国际货物买卖合同标准版本（七） 作者：广州李大伟律师团队     时间：2020-10-19    来源：互联网

17.Termination

17.1The Customer may at any time terminate this agreement by giving the Supplier not less than six months' notice in writing.

17.2A party shall be entitled to terminate this agreement with immediate effect by giving notice in writing to the other party if:

(a)the other party fails to pay any undisputed amount due under this agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment; or

(b)the other party commits a material breach of its obligations under this agreement and (if such breach is remediable) fails to remedy that breach within a period of 30 days after receipt of notice in writing requiring it to do so; or

(c)the other party commits a series of persistent minor breaches which, when taken together, amount to a material breach; or

(d)the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; or

(e)the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; or

(f)a petition is filed, a notice is given, a resolution is passed, or an order is made, for or on connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; or 

(g)a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days; or

(h)an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party; or

(i)a floating charge holder over the assets of that other party has become entitled to appoint or has appointed an administrative receiver; or

(j)a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party; or

(k)any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in 18.2(a) to clause 17.2(g) (inclusive); or

(l)the other party ceases, or threatens to cease, to carry on all or substantially the whole of its business; or

(m)there is a change of control of the other party (within the meaning of section 840 of the Income and Corporation Taxes Act 1988); or

(n)any Force Majeure Event prevents the other party from performing its obligations under this agreement for any continuous period of three months.

17.3A breach of any of clauses 2, 3, 4, 5, 11 or 16 shall be a material breach of obligations for the purposes of this clause.

17.4Termination of this agreement shall not prejudice any of the parties' rights and remedies which have accrued as at termination. 

18.Obligations on termination

Each party shall promptly: 

(a)return to the other party all equipment, materials and property belonging to the other party that the other party had supplied to it or a member of its Group in connection with the supply of the Products under this agreement;  

(b)return to the other party all documents and materials (and any copies) containing the other party’s Confidential Information;  

(c)erase all the other party’s Confidential Information from its computer systems (to the extent possible); and  

(d)on request, certify in writing to the other party that it has complied with the requirements of this clause 18.

19.Survival of obligations

On termination of this agreement the following clauses shall survive and continue in full force and effect:

(a)clause 11;]

(b)clause 12;

(c)clause 13;

(d)clause 15;

(e)clause 18;

(f)clause 23; and

(g)clause 30.

20.Force majeure

20.1Neither party (or any person acting on its behalf) shall have any liability or responsibility for failure to fulfil any obligation under this agreement so long as, and to the extent to which, the fulfilment of such obligation is prevented, frustrated, hindered or delayed as a consequence of a Force Majeure Event. 

20.2A party claiming the benefit of this provision shall, as soon as reasonably practicable after the occurrence of a Force Majeure Event:

(a)notify the other party of the nature and extent of such Force Majeure Event; and 

(b)use all reasonable endeavours to remove any such causes and resume performance under this agreement as soon as feasible.

20.3For the purposes of this clause 20, a Force Majeure Event means an event beyond the control of a party (or any person acting on its behalf), which by its nature could not have been foreseen by such party (or such person), or, if it could have been foreseen, was unavoidable, and includes acts of God, storms, floods, riots, fires, sabotage, civil commotion or civil unrest, interference by civil or military authorities, acts of war (declared or undeclared) or armed hostilities or other national or international calamity or one or more acts of terrorism or failure of energy sources.

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