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（c）repatriate the supplier's engineer and its sub- contractors'personnel from the contract plant; and
（d）ubject to the payment specified in article 39.1.3 below:
（i）deliver to the buyer the parts of the works executed by thesupplier up to the date of termination; and（ii）to the extent legally possible assign to the buyer all right，title and benefit of the supplier to the works and in the equipment as atthe date of termination， and， as may be required by the buyer， in anysub-contracts concluded between the supplier and its sub-contractors; and（iii）deliver to the buyer all drawings， specifications and otherdocuments prepared by the supplier or its sub-contractors as at the dateof termination in connection with the works.
39.1.3in the event of termination of the contract under article 39.1.1 above， the buyer shall pay to the supplier the following amounts:
（a）the contract price properly attributable to the parts of the worksexecuted by the supplier as at the date of termination; and
（b）the costs reasonably incurred by the supplier in the repatriationof the supplier's and its sub-contractors' engineer; and
（c）any amounts to be paid by the supplier to its sub- contractors inconnection with the termination of any sub- contracts， including anycancellation charges; and
（d）the costs incurred by the supplier in protecting the works; and
（e）the reasonable amount of profit for the parts of the works notexecuted by the supplier as at the date of termination; and
（f）the cost of satisfying all other obligations， commitments andclaims which the supplier may in good faith have undertaken with thirdparties in connection with the contract and which are not covered byparagraphs （a）through （d）above.
39.2termination for supplier's default
39.2.1the buyer， without prejudice to any other rights or remedies itmay possess， may terminate the contract forthwith in the followingcircumstances by giving a notice of termination to the supplier referringto this article 39.2 and its reasons for termination:
（a）if the supplier becomes bankrupt or insolvent， or has a receivingorder issued against it， or compounds with its creditors， or， being acorporation， a resolution is passed or order is made for its winding up（other than a voluntary liquidation for the purposes of amalgamation orreconstruction）or a receiver is appointed over any part ofitsundertaking or assets， or if the supplier takes or suffers any otheranalogous action in consequence of debt; or
（b）if the supplier shall assign or transfer the contract or any rightor interest therein in violation of the provision of article 40（assignment）hereof.
39.2.2if the supplier:
（a）has abandoned or repudiated the contract; or
（b）has without valid reason failed to commence the works promptly orhas suspended （other than pursuant to article 38.2 hereof）the progress ofthe works for more than twenty-eight （28）days after receiving a writteninstruction from the buyer to proceed; or
（c）hall persistently fail to execute the works in accordance withthe contract or persistently neglect to carry out its obligations underthe contract without due cause; or
（d）hall refuse or be unable to provide sufficient materials，services or labor to execute and complete the works in the mannerspecified in the program furnished under article 14 （work program）hereofat rates of progress that give reasonable assurance to the buyer that thesupplier can deliver the equipment by the time for delivery as extended;
then the buyer may， without prejudice to any other rights it maypossess under the contract， give a notice to the supplier stating thenature of the default， and requiring the supplier to remedy the same. ifthe supplier fails to remedy or to take steps to remedy the same withinfourteen （14）days of its receipt of such notice， then the buyer mayterminate the contract forthwith by giving a notice of termination to thesupplier which refers to this article 39.2.
39.2.3upon receipt of the notice of termination under article 39.2.1or article 39.2.2 above， the supplier shall either immediately or uponsuch date as is specified in the notice of termination:
（a）cease all further works， except for such work as the buyer mayspecify in the notice of termination for the sole purpose of protectingthat part of the works already executed; and
（b）terminate all sub-contracts， except those to be assigned to thebuyer pursuant to paragraph （d）below; and
（c）deliver to the buyer the parts of the works executed by thesupplier up to the date of termination; and
（d）to the extent legally possible assign to the buyer all right，title and benefit of the supplier to the works and in the equipment as atthe date of termination， and， as may be required by the buyer， in anysub-contracts concluded between the supplier and its sub-contractors; and
（e）deliver to the buyer all drawings， specifications and otherdocuments prepared by the supplier or its sub-contractors as at the dateof termination in connection with the works.
39.2.4the buyer may expel the supplier from the contract plant andthe buyer may complete the works itself or by employing any third party.
39.2.5subject to article 39.2.6 below， the supplier shall be entitledto be paid the contract price attributable to the works executed as at thedate of termination and the costs， if any， incurred in protecting theworks. any sums due to the buyer from the supplier accruing prior to thedate of termination shall be deducted from the amount to be paid to thesupplier under this contract.
39.2.6if the buyer completes the works， the cost of completing theworks by the buyer shall be determined.
if the sum which the supplier is entitled to be paid pursuant toarticle 39.2.5 above， plus the reasonable costs incurred by the buyer incompleting the works exceeds the contract price， the supplier shall beliable for such excess.
if such excess is greater than the sums due to the supplier underarticle 39.2.5 above， the supplier shall pay the balance to the buyer， andif such excess is less than the sums due to the supplier under the saidarticle 39.2.5， the buyer shall pay the balance to the supplier. the buyerand the supplier shall agree in writing the computation described aboveand the manner in which any sums shall be paid.
39.3termination by supplier
39.3.1if:
（a）the buyer has failed to pay the supplier any sum due under thecontract within the specified period; or has failed to approve any invoiceor supporting documents without due cause or amend the letter of creditand the letter of guarantee delivered to the supplier pursuant to article13 （terms of payment）hereof， or commits a substantial breach of thecontract， the supplier may give a notice to the buyer requiring payment ofsuch sum， with interest thereon as stipulated in article 13.4 hereof， orrequiring approval of such invoice or supporting documents or theamendment of such letter of credit and such letter of guarantee orspecifying the breach and requiring the buyer to remedy the same， as thecase may be. if the buyer fails to pay such sum together with suchinterest or fails to approve such invoice or supporting documents or giveits reasons for withholding such approval or amend such letter of creditand such letter of guarantee or fails to remedy the breach or take stepsto remedy the breach within fourteen （14）days after receipt of thesupplier's notice; or

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