Continue to handle and fulfill orders by
iParty in a manner consistent with past practice, and in the event of the
occurrence of a force majuere event, including any shortage, embargo, strike or
other similar situation, it will treat iParty consistently with its treatment of
other customers in order fulfillment;
(ii)
Provide products of comparable quality to
the products being supplied to iParty and its other customers at the time of the
execution of this Agreement, free from material defects in material, workmanship
and design; and
(iii)
Provide products manufactured and labeled in
compliance with all applicable laws and regulations.
5.
TERM OF AGREEMENT; TERMINATION.
A.
THIS AGREEMENT SHALL BE DEEMED EFFECTIVE
FROM AND AFTER AUGUST 7, 2006 THROUGH AND INCLUDING DECEMBER 31, 2012 (THE
"TERM"), UNLESS SOONER TERMINATED AS FOLLOWS:
I.
EITHER PARTY HERETO MAY TERMINATE
THIS AGREEMENT UPON WRITTEN NOTICE TO THE OTHER PARTY IF THE OTHER PARTY HERETO
BECOMES THE SUBJECT OF A VOLUNTARY OR INVOLUNTARY PETITION IN BANKRUPTCY OR ANY
PROCEEDING RELATING TO INSOLVENCY, RECEIVERSHIP, LIQUIDATION, OR COMPOSITION FOR
THE BENEFIT OF CREDITORS, WHICH PETITION OR PROCEEDING IS NOT DISMISSED WITH
PREJUDICE WITHIN SIXTY (60) DAYS AFTER FILING.
II.
EITHER PARTY HERETO MAY TERMINATE THIS
AGREEMENT UPON WRITTEN NOTICE TO THE OTHER PARTY IF THE OTHER PARTY BREACHES ANY
EXPRESS MATERIAL TERM OR CONDITION OF THIS AGREEMENT AND FAILS TO CURE THAT
BREACH WITHIN FORTY-FIVE (45) DAYS AFTER RECEIVING WRITTEN NOTICE OF THE
BREACH.
IN THE EVENT THAT IPARTY GIVES WRITTEN NOTICE TO AMSCAN OF ANY GOOD
FAITH DISPUTE WITH RESPECT TO ANY INVOICE(S) (WHICH NOTICE SHALL INCLUDE
SPECIFIC DETAILS REGARDING EACH DISPUTED INVOICE(S)) WITHIN FIFTEEN DAYS AFTER
RECEIPT BY IPARTY OF WRITTEN NOTICE FROM AMSCAN OF NON-PAYMENT OF SUCH
INVOICE(S),
5
THEN THE FAILURE BY IPARTY TO PAY SUCH DISPUTED AMOUNT SHALL NOT BE DEEMED TO BE
A BREACH OF THIS AGREEMENT; PROVIDED THAT EITHER PARTY MAY IMMEDIATELY SUBMIT
THE DISPUTE TO ARBITRATION PURSUANT TO THIS AGREEMENT.
B.
EXCEPT AS SET FORTH HEREIN, ANY
TERMINATION OR EXPIRATION OF THIS AGREEMENT SHALL BE WITHOUT PREJUDICE TO ANY
RIGHT WHICH SHALL HAVE ACCRUED TO THE BENEFIT OF ANY PARTY AND SHALL NOT RELIEVE
ANY PARTY OF ANY OBLIGATION WHICH HAS ACCRUED PRIOR TO THE EFFECTIVE DATE OF
SUCH TERMINATION OR EXPIRATION (INCLUDING, WITHOUT LIMITATION, ANY CREDITS
AND/OR ALLOWANCES IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT), WHICH
OBLIGATIONS SHALL REMAIN IN FULL FORCE AND EFFECT FOR THE PERIOD PROVIDED
THEREIN OR, IF NO PERIOD IS PROVIDED THEREIN, THEN SUCH OBLIGATIONS SHALL REMAIN
IN FULL FORCE AND EFFECT INDEFINITELY (PROVIDED THAT TO THE EXTENT THAT A PARTY
IS ENTITLED TO A CREDIT AT A TIME WHEN IT DOES NOT OWE ANY AMOUNTS TO THE OTHER
PARTY PURSUANT TO THIS AGREEMENT, THEN SUCH PARTY SHALL BE ENTITLED TO RECEIVE A
PAYMENT FROM THE OTHER PARTY IN AN AMOUNT EQUAL TO THE CREDIT).
EXCEPT AS
EXPRESSLY STATED OTHERWISE HEREIN, THE REMEDIES HEREUNDER ARE CUMULATIVE, AND
NOTHING IN THIS AGREEMENT SHALL PREVENT ANY PARTY, IN THE CASE OF A BREACH,