Questions

7. TERMINATION AT OPTION OF PURCHASER

a. Production of goods under this purchase order may be terminated in whole or in part, by Purchaser at any time by mailing or delivering written notice of termination to Seller.

b. After receipt of a notice of termination and unless otherwise directed by Purchaser, Seller shall:
1. immediately terminate all production of goods under this purchase order;
2. terminate all orders and subcontracts relating to the production of goods as terminated by the notice;
3. settle all claims arising out of such termination of orders and subcontracts;
4. transfer title and deliver to Purchaser all completed goods which conform to the requirements of this order and do not exceed the amount authorized for production by Purchaser, and (ii) all reasonable quantities (but not in excess of amounts authorized by Purchaser) of goods in process, and materials produced or acquired by Purchaser specifically for the productions of the goods, provided such goods in process and materials are of a type and quality for producing goods which conform to the requirements of this purchase order and cannot be reasonably used by Seller in producing goods for itself or for its other customer;
5. take all action necessary to protect property in which Purchaser has or may acquire an interest;
6. submit to Purchaser not later than three months from the effective date of termination (one month in the case of partial termination), its termination claim provided, however, that in the event of failure of Seller to submit its termination claim within such period, Purchaser may determine, notwithstanding the provisions of subparagraph (c) hereof, on the basis of information available to it, the amount, if any, due Seller with respect to the termination, and such determination shall be final.

c. Upon termination by Purchaser under this paragraph, Purchaser shall pay to Seller the following amounts without duplication;
1. the purchase order price for all goods which have been completed in accordance with this purchase order;
2. the actual costs incurred by Seller in accordance with this purchase order to the extent such costs are reasonable in amount and are properly allocable to the terminated portion of this purchase order, including the actual cost of goods in process and materials delivered to Purchaser in accordance with subparagraph (b) hereof, and including the actual cost of discharging liabilities which are so allocable or apportionable; and
3. the reasonable costs incurred by Seller in protecting property in which Purchaser has or may acquire an interest. Payments made under this subparagraph (c), exclusive of payments made under subdivision (3) hereof, shall not exceed the aggregate price specified in this purchase order, less payments otherwise made or to be made.

d. This paragraph (7) shall not apply if this purchase order is cancelled by Purchaser for the default of Seller.

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