• Part 12: Part 12: Termination

    • Article 110 - Right to terminate the contract

      (1) A party may terminate the contract where the failure of the other party to perform an obligation under the contract amounts to a fundamental breach.
      (2) In determining whether a failure to perform an obligation amounts to a fundamental breach regard shall be had, in particular, to whether:
      (A) the non-performance substantially deprives the aggrieved party of what he was entitled to expect under the contract unless the other party did not foresee and could not reasonably have foreseen such result;
      (B) strict compliance with the obligation which has not been performed is of essence under the contract;
      (C) the non-performance is intentional or reckless;
      (D) the non-performance gives the aggrieved party reason to believe that he cannot rely on the other party's future performance; and
      (E) the non-performing party will suffer disproportionate loss as a result of the preparation or performance if the contract is terminated.
      (3) In the case of delay the aggrieved party may also terminate the contract if the other party fails to perform before the time allowed under Article 91 (Withholding performance) has expired.

    • Article 111 - Notice of termination

      (1) The right of a party to terminate the contract is exercised by notice to the other party.
      (2) If performance has been offered late or otherwise does not conform to the contract the aggrieved party will lose his right to terminate the contract unless he gives notice to the other party within a reasonable time after he has or ought to have become aware of the non-conforming performance.

    • Article 112 - Anticipatory non-performance

      Where prior to the date for performance by one of the parties it is clear that there will be a fundamental non-performance by that party, the other party may terminate the contract.

    • Article 113 - Adequate assurance of due performance

      A party who reasonably believes that there will be a fundamental non-performance by the other party may demand adequate assurance of due performance and may meanwhile withhold his own performance. Where this assurance is not provided within a reasonable time the party demanding it may terminate the contract.

    • Article 114 - Effects of termination in general

      (1) Termination of the contract releases both parties from their obligation to effect and to receive future performance.
      (2) Termination does not preclude a claim for damages for non-performance.
      (3) Termination does not affect any provision in the contract for the settlement of disputes or any other term of the contract which is to operate even after termination.

    • Article 115 - Restitution

      On termination of a contract either party may claim restitution of whatever it has supplied, provided that such party concurrently makes restitution of whatever it has received. If restitution in kind is not possible or appropriate allowance should be made in money whenever possible.