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Copyright © International Chamber of Commerce (ICC). All rights reserved. ( Source of the document: ICC Digital Library )
26.1 Each party may terminate this Contract with immediate effect, by no tice given in writing by means of communication ensuring evidence and date of receipt (e.g. registered mail with return receipt, special courier), in case of a substantial breach by the other party of the obligations arising out of this Contract, or in case of exceptional circumstances justifying the immediate termination. In all cases where the breach is of such a nature that it can be cured, the terminating party will give the breaching party 30 days to remedy the breach after which the termination will become effective if the breach has not been cured within said term.
26.2 Any failure by a party to carry out all or part of its obligations under this Contract resulting in such detriment to the other party as to substantially deprive such other party of what it is entitled to expect under this Contract, shall be considered a substantial breach for the purpose of Article 26.1 above. Circumstances in which it would be unreasonable to require the terminating party to continue to be bound by this Contract, shall be considered as exceptional circumstances for the purpose of Article 26.1 above.
26.3 The parties hereby agree that the violation of the provisions under Articles .................31of the present Contract is to be considered a prima facie evidence of a substantial breach of the Contract. Moreover, any violation of the contractual obligations may be considered a substantial breach if such violation is repeated notwithstanding a request by the other party to fulfil the Contract obligations.
26.4 The parties agree that the following situations shall be inter alia considered as exceptional circumstances which justify the earlier termination by the other party: bankrupt cy, moratorium, receivership, liquidation or any kind of arrangement between debtor and creditors, or any other circumstances which are likely to affect substantially that party’s ability to carry out its obligations under this Contract.
This clause may not be effective in some jurisdictions, particularly when the law provides that the receiver is entitled to decide if the contract will be terminated.
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31 The Parties may make reference here to those Articles for which a breach is considered of particular importance. It is recommended that the use of this Article be limited to really important obligations only.