11. TERMINATION

11.1 The Company shall have the right at any time to terminate all or any part of the Contract automatically with or without cause at its convenience by sending a four (4) week prior written notice to this effect to the Seller. Subject to the Seller complying with the provisions of Article 11.3 hereafter, the Company shall pay to the Seller:

(i) the price of work completed in accordance with the Contract;

(ii) the cost of any work in progress authorised by the Company subject to such work not being in excess of four (4) weeks of production;

(iii) if any, the balance of the cost of the Tooling due in accordance with Article 10.

The Seller shall not be entitled to any other payment from the Purchaser due to termination of the Contract by virtue of this Article 11.

11.2 The Company shall have the right at any time by giving notice in writing to the Seller to terminate the Contract immediately, without having to request a court order and without liability to the Seller if:

(i) the Seller fails to or threatens not to fulfil any of the terms and conditions of the Contract; or

(ii) any distress, execution or other process is levied upon any of the assets of the Seller; or

(iii) the Seller has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Seller or notice of intention to appoint an administrator is given by the Seller or its directors, or a resolution is passed or a petition presented to any court for the winding-up of the Seller or for the granting of an administration order in respect of the Seller, or any proceedings are commenced relating to the insolvency or possible insolvency of the Seller; or

(iv) in case of merger, spin-off or direct or indirect change of control of the Seller; or

(v) the financial position of the Seller deteriorates to such an extent that in the opinion of the Company the capability of the Seller adequately to fulfil its obligations under the Contract has been placed in jeopardy.

11.3 The termination of the Contract, however arising, shall be without prejudice to the rights and duties of the Company accrued prior to termination. The Seller shall transfer title and deliver to the Company, within the time limits and at conditions specified by the Company, any finished works and any work in progress and all Tooling, The provisions which expressly or impliedly have effect after termination including but not limited to confidentiality, remedies indemnity and guarantee shall continue to be enforceable as long as necessary to give them full force and effect notwithstanding termination.


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