I want to share a drafting tactic that allows a party to get out of performing or purchasing products under a contract without terminating it. It’s important to know so you don't inadvertently leave an easy out for the other party.
Most contracts limit the parties' right to terminate for convenience. The parties may terminate after the other side breaches the agreement. But there are ways around this restriction.
For vendors, the easiest way is to stop accepting orders. Ordering provisions usually say, "After Buyer issues purchase orders to Seller, Seller must accept or reject within three days." If the contract doesn’t require the vendor to accept orders, the vendor can stop selling to the customer without terminating.
The same on the customer side. Unless the contract provides otherwise, the customer can stop issuing purchase orders. There is no need to declare the vendor in default or go through the complex termination for cause process.
To prevent this kind of escape path, require your vendor to accept all purchase orders that meet specific parameters or require your customer to buy a minimum amount. Don't leave this back door open in your contracts when you need to lock in the supply or order.