Article 8. DEFAULT
(1) Time is of the essence in the performance of the Purchase Orders. TDK may notify Seller in writing of any default and may terminate this Agreement or the whole or any part of any Purchase Order without liability, except for deliveries previously made, in any one of the following circumstances:
(a) if Seller fails to perform within the time specified therein or any extension thereof; or
(b) if Seller fails to perform any of the other provisions of the Agreement, or so fails to make progress as to endanger performance of Purchase Order in accordance with its terms, and in either of these two circumstances does not cure such failure within a period of fifteen (15) days or such longer period as TDK may authorize in writing.
(2) In the event of a default as described in the (a) and (b) above, TDK may "cover" by making in good faith and without unreasonable delay any reasonable purchase of or contract to purchase Products in substitution for the product due from Seller. TDK may recover from Seller as damages the difference between the cost of cover and the Purchase Order price together with incidental and consequential damages, but less expenses saved in consequence of Seller's default. Failure of TDK to affect cover shall not bar it from any other remedy available to it. (Cut off)
TDK (20140128): TDK can’t accept because this is a disclaimer for TDK and TDK needs this to protect itself. Please use our original.