iii. If the Specific Contract or Purchase Order specifies that for the delivery of goods and/or performance of services time is of the essence [i.e. either the starting date or the final delivery date is a “critical” deadline(s)] and the actual delivery and/or performance does not respect such deadline(s), irrespective of reasons of delay; 

iv. Unless specified otherwise in the Specific Contract  or Purchase Order , in a situation in which the time limit by which the agreed goods should have been delivered and/or services should have been performed has been extended prior to expiry by means of a written addendum and the defaulting party fails to discharge its obligations by the end of the extended time limit; 

v. If the Contractor is in a situation of permanent impossibility to perform its contractual obligations; and 

vi. If a Formal notification (notice) of default was already sent to the Contractor and - in the intervening time since a notice was sent - it became clear there is no objective prospect of the Contractor discharging the contractual obligations in question within the time limit stipulated in the notice. 

8. Without prejudice to other provisions in this Framework Contract , the Contractor is liable for damage incurred by Europol as a result of termination of the  and/or Specific Contract or Purchase Order in accordance with this Article unless the damage was caused by a situation specified at paragraph (2) (vii), (viii) or (ix). Europol may claim compensation for such damage and recover any sums already paid to the Contractor  under the Framework Contract  and/or Specific Contract or Purchase Order . Europol may engage a third-party to deliver the goods or perform (or complete, as the case may be) the services initially covered by the Framework Contract and/or Specific Contract  or Purchase Order . Europol shall be entitled to claim from the Contractor all extra costs incurred in doing so, without prejudice to any other rights or guarantees enforceable under the Framework Contract . 

9. On receipt of the letter terminating the Framework Contract  and/or Specific Contract  or Purchase Order , the Contractor  shall take all appropriate measures to minimise costs, prevent damage, and cancel or reduce its commitments. The Contractor  must initiate and observe the Exit procedure in accordance with Article II- 14 (“Exit procedure”) above. 

10. The Contractor  is not entitled to compensation for any loss resulting from the termination of the Framework Contract  and/or Specific Contract  or Purchase Order , including loss of anticipated profits. 

11. For contracts concluded with a group (e.g. following a joint tender), Europol may terminate the Framework Contract  and/or a Specific Contract  or Purchase Order  with each member of the group separately on the basis of paragraph (2) (i), (ii), (iii) and (iv) above. 

## Article II-23 

## Liquidated damages 

1. Europol may impose liquidated damages if the Contractor fails to satisfactorily perform its contractual obligations within the time-limits specified in the Framework Contract and/or Specific Contract  or Purchase Order . Europol may impose liquidated damages for each and every calendar day of delay according to the following formula: 

0.3 x ( V/d ) 

V  is the price of the relevant purchase; 

