Common use of Acceptance of Purchase Orders Clause in Contracts

Acceptance of Purchase Orders. Unless FRESENIUS informs TRANSMEDICS otherwise in writing within 10 Business Days of its receipt of a Purchase Order, the Purchase Order shall be deemed accepted by FRESENIUS. The only grounds upon which FRESENIUS may reject a THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Purchase Order shall be that the Purchase Order: (i) sets forth a delivery schedule that is inconsistent with Sections 5.1 and 6.1, or (ii) if TRANSMEDICS has not paid three consecutive invoices. Should the requested delivery date set forth on a Purchase Order not be reasonably achievable by FRESENIUS, FRESENIUS will inform TRANSMEDICS thereof within 5 Business Days following receipt of the Purchase Order and at the same time will propose an alternative ship date, the acceptance thereof not to be unreasonably withheld by TRANSMEDICS. A request by FRESENIUS to change the ship date shall not be deemed to be a rejection of a Purchase Order.

Acceptance of Purchase Orders. Unless FRESENIUS informs TRANSMEDICS otherwise in writing Qorvo will accept or reject all Purchase Orders with an order confirmation within 10 Business Days of its receipt of a Purchase Order, the Purchase Order shall be deemed accepted by FRESENIUS. The only grounds upon which FRESENIUS may reject a THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Purchase Order shall be that the Purchase Order: (i) sets forth a delivery schedule that is inconsistent with Sections 5.1 and 6.1, or (ii) if TRANSMEDICS has not paid three consecutive invoices. Should the requested delivery date set forth on a Purchase Order not be reasonably achievable by FRESENIUS, FRESENIUS will inform TRANSMEDICS thereof within 5 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 at (b) requires delivery no less than (i) in the same time 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 propose an alternative ship dateuse 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 acceptance thereof 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 to be unreasonably withheld by TRANSMEDICS. A request by FRESENIUS to change the ship date shall not a Conforming Purchase Order, such Purchase Order will be deemed to be a rejection 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 a Purchase Orderthis document. Each such portion, which has been omitted herein and replaced with an asterisk [*], has been filed separately with the Securities and Exchange Commission.]