Common use of Acceptance of Purchase Orders Clause in Contracts

Acceptance of Purchase Orders. Qorvo will accept or reject all Purchase Orders with an order confirmation within 10 Business Days following receipt of such Purchase Order. Subject to Section 7.5 (Circumstances Affecting Supply), Qorvo will accept all Purchase Orders for a particular calendar quarter to the extent that the Purchase Order (a) does not exceed, for each type of Product, [*]% of the quantities of such type of Product in the relevant Forecast for such calendar quarter, and (b) requires delivery no less than (i) in the case of Instruments, [*] days following the date on which Qorvo accepts the Purchase Order or (ii) in the case of all other Products, [*] days following the date on which Qorvo accepts the Purchase Order (collectively, ((a) and (b)), a “Conforming Purchase Order”). In addition, Qorvo will use commercially reasonable efforts to accept Purchase Orders that are not Conforming Purchase Orders and will notify Zomedica promptly after its receipt of such a non-conforming Purchase Order as to the extent to which it would be able to fulfill the quantities of each type of Product and delivery dates therefore set forth in each Purchase Order. If, by the end of such 10 Business Day period, Qorvo fails to provide Zomedica with written rejection of a Purchase Order on the basis that it is not a Conforming Purchase Order, such Purchase Order will be deemed to be accepted. All Conforming Purchase Orders and any other Purchase Order accepted by Qorvo will be non-cancellable unless otherwise agree by the Parties.

Acceptance of Purchase Orders. Qorvo will Gables may acknowledge, accept or reject all Purchase Orders with an order confirmation within 10 Business Days following receipt of such Purchase Order at Gables’ sole discretion. Gables may acknowledge an Order. Subject to Section 7.5 (Circumstances Affecting Supply)An acknowledged order has not yet been accepted. Until and unless the Order is rescinded by Buyer, Qorvo will Gables may accept all Purchase Orders for or reject the acknowledged Order at any time. Gables may accept an Order. Gables accepts orders in a particular calendar quarter to writing that states “Order Acceptance.” An accepted order forms a contract upon the extent that terms and conditions accepted. Gables may also accept an Order by performance. Acceptance by performance forms a contract on the Purchase Order (a) does not exceed, for each type of Product, [*]% terms of the quantities order as supplemented by these Terms and Conditions. Once an Order is accepted, it may not be withdrawn nor cancelled except as explicitly permitted under this Article 3 of such type these terms and conditions. Acceptance of Product any Order is conditional upon the Buyer’s assent to these Gables Terms and Conditions. Any additional terms and conditions offered by Buyer are expressly rejected unless Gables has expressly agreed to each additional term or condition in a signed writing. Gables may reject an Order. A rejected order forms no contract and Gables has no obligation to act upon a rejected order after it has been rejected. When a customer orders parts that must be fabricated for the relevant Forecast for such calendar quarterOrder, and (b) requires delivery no less than (i) in these are considered Made-to-Order components. In the case of InstrumentsMade-to-Order components, [*] there will be a Preliminary Period that ends at the earlier of (1) thirty days following after the date on which Qorvo accepts the Purchase Order is placed, or (ii2) twenty days before the earliest requested delivery date of the Order; but in no event shall be earlier than the case Time and Date of all other Products, [*] days following the date on which Qorvo accepts the Purchase Order (collectively, ((a) and (b)), a “Conforming Purchase Order”). In addition, Qorvo will use commercially reasonable efforts to accept Purchase For Orders that are not Conforming Purchase Orders Made-to- Order, the Preliminary Period ends at the Time and will notify Zomedica promptly after its receipt Date of such a non-conforming Purchase Order as to the extent to which it would be able to fulfill the quantities of each type of Product and delivery dates therefore set forth in each Purchase Order. IfIf an Order for Made-to-Order components is accepted by Gables, by then the end Customer may cancel the Order during the Preliminary Period if it does so in writing and pays a cancellation fee of such 10 Business Day period, Qorvo fails to provide Zomedica with written rejection 30% of a Purchase the total anticipated charge for the Order on (less shipping charges). In the basis event that it is not a Conforming Purchase Customer cancels any Order, such Purchase in writing, after the Preliminary Period, Customer shall pay to Gables a cancellation fee of 100% of the total anticipated charge for the Order will be deemed to be accepted. All Conforming Purchase Orders and any other Purchase Order accepted by Qorvo will be non-cancellable unless otherwise agree by the Parties(less shipping charges).

Acceptance of Purchase Orders. Qorvo will accept Agilent shall notify Customer as to whether any Purchase Order delivered pursuant to Section 4.3.1 has been accepted or reject all Purchase Orders with an order confirmation rejected within 10 Business Days [**] business days following Agilent’s receipt of such Purchase Order, unless such Purchase Order exceeds Customer’s then current credit limit, in which case the [**] business day period shall be extended to [**] business days. Subject Customer’s credit limit shall be reviewed by Agilent consistent with Agilent’s corporate policy, and adjusted as necessary, [**] or upon any material adverse change specific to Section 7.5 Customer that would affect Customer’s ability to perform its obligations hereunder. Agilent may only reject a Purchase Order as follows: (Circumstances Affecting Supply), Qorvo will accept all Purchase Orders for a particular calendar quarter to the extent that i) the Purchase Order is not in compliance with this Agreement; (aii) the Purchase Order does not exceed, for each type of Product, [*]% have a delivery address; (iii) the Purchase Order does not comply with Agilent’s credit limit standards; provided that if Customer agrees to make an up-front pre-payment representing all or a portion of the quantities of amount due with respect to such type of Product Purchase Order as may be requested by Agilent, Agilent may not reject the Purchase Order on the basis that it does not comply with Agilent’s credit limit standards, which pre-payment shall be refunded to Customer by Agilent in the relevant Forecast event Agilent fails to deliver Product for such calendar quarter, and which the pre-payment was made; (biv) requires delivery no less than the Purchase Order does not comply with the lead times set forth in Section 4.3.1; (iv) in during the case of Instruments, [*] days following period beginning on the date on which Qorvo accepts Customer files a New Drug Application for the Finished Product with the FDA and ending [**] months from the date of Customer’s first commercial sale of the approved Finished Product, the Purchase Order or (ii) in the case specifies a quantity of all other Products, Product that is greater than [**] days following percent ([**]%) of the date on which Qorvo accepts then-current Forecast rounded up to the nearest validated Batch size increment; (vi) at any time during the Term of this Agreement other than during the period described in (v) above, the Purchase Order specifies a quantity of Product that is greater than [**] percent (collectively[**]%) of the then-current Forecast rounded up to the nearest validated Batch size increment; (vii) Customer has previously submitted, ((a) and (b))Agilent has accepted, a “Conforming Purchase Order”)Order within the applicable [**] pursuant to Section 4.3.1; or (viii) the Purchase Order specifies delivery dates that would require more than a single campaign every [**] months. In additionNotwithstanding the foregoing, Qorvo Agilent will use commercially reasonable efforts to accept more than [**] within each [**] and to accept Purchase Orders that are not Conforming Purchase Orders and will notify Zomedica promptly after its receipt in excess of such a non-conforming Purchase Order as to the extent to which it would be able to fulfill the quantities of each type of Product and delivery dates therefore set forth in each (v) and (vi) above. Agilent’s failure to affirmatively reject a Purchase Order within the [**] business day period or [**] business day period, as applicable, shall be deemed an acceptance of such Purchase Order. If, by In the end of such 10 Business Day period, Qorvo fails to provide Zomedica with written rejection of event that Agilent rejects a Purchase Order on hereunder, Agilent shall notify Customer in writing within the basis that it is not a Conforming Purchase Order[**] business day period or [**] business day period, as applicable, of the reasons why such Purchase Order will be deemed to be acceptedwas rejected by Agilent. All Conforming Customer may, at its option and at any time after such rejection, submit a revised Purchase Orders and any other Purchase Order accepted by Qorvo will be non-cancellable unless otherwise agree by the PartiesOrder.

Acceptance of Purchase Orders. Qorvo will accept or reject all Purchase Orders with an order confirmation within 10 Business Days Within [**] following Corium’s receipt of such each Purchase Order. Subject to Section 7.5 (Circumstances Affecting Supply), Qorvo Corium will acknowledge receipt thereof and accept all Purchase Orders for a particular calendar quarter to the extent that the Purchase Order (a) does not exceed, for each type of Product, [*]% of the quantities of such type of Product delivery dates set forth in the relevant Forecast for such calendar quarter, and (b) requires delivery no less than (i) in the case of Instruments, [*] days following the date on which Qorvo accepts the Purchase Order or provide alternate delivery dates that are reasonably acceptable to Adolor, provided, however that Corium shall prioritize the Patch in its production schedule with at least equal importance as any other product manufactured by Corium for other customers purchasing similar quantities of products and generating similar revenue for Corium under similar terms and conditions as those set forth in this Agreement. Within five (ii5) in the case of all other Products, [*] days following Adolor’s receipt of such alternate delivery dates, Adolor will either: (a) notify Corium that it rejects such dates (in which case the Parties will work together in good faith to determine an alternative, mutually agreeable delivery date); or (b) accept such dates by issuing a confirming Purchase Order, which will be deemed accepted by Corium upon receipt. In the absence of an agreement in (a), above, the date on which Qorvo accepts the original Purchase Order (collectively, ((a) and (b)), a “Conforming Purchase Order”)shall apply. In addition, Qorvo will use commercially reasonable efforts to accept Purchase Orders that are not Conforming Purchase Orders and will notify Zomedica promptly after its receipt of such a non-conforming Purchase Order as to the extent to which it would be able to fulfill the quantities of each type of Product and delivery dates therefore set forth in each Purchase Order. If, by the end of such 10 Business Day period, Qorvo fails to provide Zomedica with written rejection Upon Corium’s acceptance of a Purchase Order on the basis that it is not a Conforming Purchase Order, such Purchase Order will not be deemed to cancelable or modifiable. In no event will a delivery date scheduled by Adolor be accepted. All Conforming Purchase Orders and any other less than sixty (60) days after the date the original Purchase Order accepted is received by Qorvo will be non-cancellable unless otherwise agree by Corium, except with the Parties.prior written consent of Corium. [**] CONFIDENTIAL TREATMENT REQUESTED CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION

Acceptance of Purchase Orders. Qorvo will accept Agilent shall notify Customer as to whether any Purchase Order delivered pursuant to Sections 4.2.1 or reject all Purchase Orders with an order confirmation 4.1.2.1 has been accepted or rejected within 10 Business Days [**] following Agilent’s receipt of such Purchase Order, unless such Purchase Order exceeds Customer’s then current credit limit, in which case the [**] period shall be extended to [**]. Subject Customer’s credit limit shall be reviewed by Agilent consistent with Agilent’s corporate policy, and adjusted as necessary, no more than [**] or upon any material change specific to Section 7.5 Customer that would affect Customer’s ability to perform its obligations hereunder, and with each adjustment, Agilent shall notify Customer. Agilent may only reject a Purchase Order as follows: (Circumstances Affecting Supply), Qorvo will accept all Purchase Orders for a particular calendar quarter to the extent that i) the Purchase Order is not in compliance with this Agreement; (aii) does not exceed, for each type of Product, [*]% of the quantities of such type of Product in the relevant Forecast for such calendar quarter, and (b) requires delivery no less than (i) in the case of Instruments, [*] days following the date on which Qorvo accepts the Purchase Order does not have a delivery address; or (iiiii) in the case of all other Products, [*] days following the date on which Qorvo accepts the Purchase Order (collectively, ((a) and (b)), does not comply with Agilent’s credit limit standards; provided that if Customer agrees to make an up-front pre-payment representing all or a “Conforming Purchase Order”). In addition, Qorvo will use commercially reasonable efforts portion of the amount due with respect to accept Purchase Orders that are not Conforming Purchase Orders and will notify Zomedica promptly after its receipt of such a non-conforming Purchase Order as to may be reasonably requested by Agilent, Agilent may not reject the extent to which it would be able to fulfill the quantities of each type of Product and delivery dates therefore set forth in each Purchase Order. If, by the end of such 10 Business Day period, Qorvo fails to provide Zomedica with written rejection of a Purchase Order on the basis that it is does not comply with Agilent’s credit limit standards, which pre-payment shall be refunded to Customer by Agilent in the event Agilent fails to deliver Product for which the pre-payment was made. In the event that Agilent rejects a Conforming Purchase OrderOrder hereunder, Agilent shall notify Customer in writing within the [**] period or [**] period, as applicable, of the reasons why such Purchase Order was rejected by Agilent. Agilent’s failure to affirmatively reject a Purchase Order that meets the requirement of this Agreement within the applicable time limit will be deemed to be acceptedan acceptance of such Purchase Order. All Conforming Customer may, at its option and within [**] after any such rejection, submit a revised Purchase Orders and any other Purchase Order accepted by Qorvo will be non-cancellable unless otherwise agree by the PartiesOrder.

Acceptance of Purchase Orders. Qorvo will accept or reject all Purchase Orders with an order confirmation within 10 Business Days following receipt of such Purchase Order. Subject to Section 7.5 (Circumstances Affecting Supply), Qorvo will accept all Purchase Orders for a particular calendar quarter to the extent that the Purchase Order (a) does not exceed, for each type of Product, [*]% of the quantities of such type of Product in the relevant Forecast for such calendar quarter, and (b) requires delivery no less than (i) in the case of Instruments, [*] days following the date on which Qorvo accepts the Purchase Order or (ii) in the case of all other Products, [*] days following the date on which Qorvo accepts the Purchase Order (collectively, ((a) and (b)), a “Conforming Purchase Order”). In addition, Qorvo will use commercially reasonable efforts to accept Purchase Orders that are not Conforming Purchase Orders and will notify Zomedica promptly after its receipt of such a non-conforming Purchase Order as to the extent to which it would be able to fulfill the quantities of each type of Product and delivery dates therefore set forth in each Purchase Order. If, by the end of such 10 Business Day period, Qorvo fails to provide Zomedica with written rejection of a Purchase Order on the basis that it is not a Conforming Purchase Order, such Purchase Order will be deemed to be accepted. All Conforming Purchase Orders and any other Purchase Order accepted by Qorvo will be non-cancellable unless otherwise agree by the Parties. [*Confidential Treatment has been requested as to certain portions of this document. Each such portion, which has been omitted herein and replaced with an asterisk [*], has been filed separately with the Securities and Exchange Commission.]

Acceptance of Purchase Orders. Qorvo will accept Buyer's commitment to purchase goods or reject all services from Seller arises only upon Buyer's issuance of a Purchase Orders with an order confirmation within 10 Business Days following receipt Order to Seller and Seller’s acceptance or deemed acceptance of such Purchase Order. Subject Any forecasts, commitments, projections, representation about quantities to Section 7.5 (Circumstances Affecting Supply), Qorvo will accept all Purchase Orders be purchased or other estimates provided to Seller are for a particular calendar quarter to the extent that the Purchase Order (a) does planning purposes only and shall not exceed, be binding upon Buyer and Buyer shall not be liable for each type of Product, [*]% of the quantities of any amounts incurred by Seller in reliance on such type of Product in the relevant Forecast for such calendar quarter, and (b) requires delivery no less than (i) in the case of Instruments, [*] days following the date on which Qorvo accepts the Purchase Order or (ii) in the case of all other Products, [*] days following the date on which Qorvo accepts the Purchase Order (collectively, ((a) and (b)), a “Conforming Purchase Order”)estimates. In addition, Qorvo will use commercially reasonable efforts to accept Purchase Orders that are not Conforming Purchase Orders and will notify Zomedica promptly after its receipt of such a non-conforming Purchase Order as to the extent to which it would be able to fulfill the quantities of each type of Product and delivery dates therefore set forth in each Purchase Order. If, by the end of such 10 Business Day period, Qorvo fails to provide Zomedica with written rejection Acknowledgement of a Purchase Order on by any means, including without limitation, by beginning performance of the basis that it is not work or supply of the goods called for by a Conforming Purchase Order, shall be deemed acceptance of such Purchase Order. If Seller allows ten (10) days to lapse from the time a Purchase Order is received by Seller, neither accepting the order in the manner indicated above nor giving Buyer written notice of rejection of the order, then such Purchase Order will be deemed to be acceptedaccepted by Seller. All Conforming The terms set forth in a Purchase Orders and Order take precedence over any alternative terms in any other document connected with the applicable transaction except in the case of a direct conflict with these Terms and Conditions, in which case these Terms and Conditions shall prevail unless the parties have expressly and specifically agreed in writing that the conflicting Purchase Order accepted terms are intended to override these Terms and Conditions in the event of a conflict. Once delivered by Qorvo will Buyer to Seller, a Purchase Order may not be non-cancellable unless otherwise agree amended, modified or any requirement of such Purchase Order waived except by a written document signed or submitted electronically by an authorized officer of Buyer and Seller that references the Partiesspecific Purchase Order in question. A Purchase Order shall not constitute an acceptance by Buyer of any offer to sell, any quotation, or any proposal. Reference in a Purchase Order to any such offer to sell, quotation or proposal shall in no way constitute a modification of any of the terms of the Agreement or such Purchase Order. ANY ATTEMPTED CONFIRMATION OR ACKNOWLEDGMENT BY SELLER THAT CONTAINS TERMS INCONSISTENT WITH OR IN ADDITION TO THE TERMS OF THE APPLICABLE PURCHASE ORDER OR BUYER'S TERMS AND CONDITIONS IS NOT BINDING UNLESS SPECIFICALLY ACCEPTED BY BUYER IN WRITING. THE AGREEMENT EXPRESSLY LIMITS ACCEPTANCE TO THE TERMS OF THE APPLICABLE PURCHASE ORDER AND BUYER'S TERMS AND CONDITIONS AND BUYER HEREBY OBJECTS TO AND REJECTS ANY DIFFERENT OR ADDITIONAL TERMS CONTAINED IN ANY RESPONSE TO ANY OF ITS PURCHASE ORDERS. EACH PURCHASE ORDER EXPRESSLY INCLUDES ALL IMPLIED WARRANTIES AND ALL OF THE BUYER’S REMEDIES SET FORTH IN THE UNIFORM COMMERCIAL CODE. EXCEPT AS STATED ABOVE, THE TERMS OF THE AGREEMENT ARE THE SOLE AND EXCLUSIVE TERMS ON WHICH THE BUYER AGREES TO BE BOUND.

Acceptance of Purchase Orders. Qorvo will Company shall accept or reject all Purchase Orders with an order confirmation within 10 Business Days following receipt of such a Purchase Order. Subject to Section 7.5 (Circumstances Affecting Supply), Qorvo will accept all provided that Company may reject in good faith a Purchase Orders for a particular calendar quarter to the extent that Order if the Purchase Order (a) does not exceedcomply with Section 2.2, for each type of Product, [*]% of the quantities of such type of Product in the relevant Forecast for such calendar quarter, and (b) requires delivery no less than (i) in the case of Instruments, [*] days following the date on which Qorvo accepts the “Purchase Order or (ii) in the case of all other Products, [*] days following the date on which Qorvo accepts the Purchase Order (collectively, ((a) and (b)), a “Conforming Purchase Order”). In addition, Qorvo will use commercially reasonable efforts to accept Purchase Orders that are Orders,” does not Conforming Purchase Orders and will notify Zomedica promptly after its receipt of such a non-conforming Purchase Order comply with Company’s applicable lead time requirements as to the extent to which it would be able to fulfill the quantities of each type of Product and delivery dates therefore set forth in each Exhibit C (the “Lead Time Schedule”), or the Products ordered exceed Distributor’s Minimum Purchase OrderAmount, as defined in Section 2.10, “Minimum Purchase Amount,” for the applicable period. If, by the end Company shall provide Distributor written notice of such 10 Business Day period, Qorvo fails to provide Zomedica with written Company’s acceptance or rejection of a Purchase Order on within ten (10) business days of receipt of the basis that it is Purchase Order. If Company rejects a Purchase Order for a reason permitted under this Section 2.3, Company shall provide the reason for the rejection and provide Distributor with a reasonable opportunity to cure the stated non-compliance. If Company does not reject a Conforming Purchase Order within ten (10) business days of receipt of the Purchase Order, the Purchase Order is deemed accepted. In the event that Company does not timely fulfill a Purchase Order that Company has an obligation to accept or otherwise has accepted under this Section 2.3, Company shall, in its sole discretion, pay Distributor or issue a credit to Distributor in an amount equal to fifty percent (50%) of the total of the Prices of the Products (i.e., the transfer price hereunder) that Company is unable to fulfill from such Purchase Order will be deemed Order. Except for Distributor’s rights to be acceptedterminate for cause under Section 10.2, “Termination for Cause,” and to obtain the Termination Fee under Section 10.6, “Expiration and Termination,” the remedy under this Section 2.3 is Distributor’s sole remedy for Company’s failure to timely fulfill a Purchase Order. All Conforming Purchase Orders and any other Purchase Order accepted by Qorvo will be non-cancellable unless otherwise agree by the Parties.