Common use of Acceptance of Purchase Orders Clause in Contracts

Acceptance of Purchase Orders. Gables may acknowledge, accept or reject an Order at Gables’ sole discretion. Gables may acknowledge an Order. An acknowledged order has not yet been accepted. Until and unless the Order is rescinded by Buyer, Gables may accept or reject the acknowledged Order at any time. Gables may accept an Order. Gables accepts orders in a writing that states “Order Acceptance.” An accepted order forms a contract upon the terms and conditions accepted. Gables may also accept an Order by performance. Acceptance by performance forms a contract on the terms of the 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 Once an Order is accepted, it may not be withdrawn nor cancelled except as explicitly permitted under this Article 3 of these terms and conditions. Acceptance of 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 Order, these are considered Made-to-Order components. In the case of Made-to-Order components, there will be a Preliminary Period that ends at the earlier of (1) thirty days after the Order is placed, or (2) twenty days before the earliest requested delivery date of the Order; but in no event shall be earlier than the Time and Date of the Order. For Orders that are not Made-to- Order, the Preliminary Period ends at the Time and Date of the Order. If an Order for Made-to-Order components is accepted by Gables, then the Customer may cancel the Order during the Preliminary Period if it does so in writing and pays a cancellation fee of 30% of the total anticipated charge for the Order (less shipping charges). In the event that Customer cancels any Order, in writing, after the Preliminary Period, Customer shall pay to Gables a cancellation fee of 100% of the total anticipated charge for the Order (less shipping charges).

Acceptance of Purchase Orders. Gables Agilent shall notify Customer as to whether any Purchase Order delivered pursuant to Sections 4.2.1 or 4.1.2.1 has been accepted or rejected within [**] 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 [**]. 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 Customer that would affect Customer’s ability to perform its obligations hereunder, and with each adjustment, Agilent shall notify Customer. Agilent may acknowledge, accept or only reject an a Purchase Order at Gables’ sole discretion. Gables may acknowledge an Order. An acknowledged order has not yet been accepted. Until and unless as follows: (i) the Purchase Order is rescinded not in compliance with this Agreement; (ii) the Purchase Order does not have a delivery address; or (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 amount due with respect to such Purchase Order as may be reasonably requested by BuyerAgilent, Gables Agilent may accept or not reject the acknowledged Purchase Order at any time. Gables may accept an Order. Gables accepts orders in a writing that states “Order Acceptance.” An accepted order forms a contract upon the terms and conditions accepted. Gables may also accept an Order by performance. Acceptance by performance forms a contract on the terms of the order as supplemented by these Terms and Conditions. Once an Order is acceptedbasis that it does not comply with Agilent’s credit limit standards, it may not be withdrawn nor cancelled except as explicitly permitted under this Article 3 of these terms and conditions. Acceptance of 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 Order, these are considered Madewhich pre-to-Order components. In the case of Made-to-Order components, there will be a Preliminary Period that ends at the earlier of (1) thirty days after the Order is placed, or (2) twenty days before the earliest requested delivery date of the Order; but in no event payment shall be earlier than refunded to Customer by Agilent in the Time and Date of event Agilent fails to deliver Product for which the Order. For Orders that are not Madepre-to- Order, the Preliminary Period ends at the Time and Date of the Order. If an Order for Made-to-Order components is accepted by Gables, then the Customer may cancel the Order during the Preliminary Period if it does so in writing and pays a cancellation fee of 30% of the total anticipated charge for the Order (less shipping charges)payment was made. In the event that Agilent rejects a Purchase Order hereunder, Agilent shall notify Customer cancels any Orderin writing within the [**] period or [**] period, in writingas applicable, after the Preliminary Period, Customer shall pay to Gables a cancellation fee of 100% of the total anticipated charge for reasons why such Purchase Order was rejected by Agilent. Agilent’s failure to affirmatively reject a Purchase Order that meets the Order (less shipping charges)requirement of this Agreement within the applicable time limit will be deemed an acceptance of such Purchase Order. Customer may, at its option and within [**] after any such rejection, submit a revised Purchase Order.

Acceptance of Purchase Orders. Gables may acknowledge, accept Buyer's commitment to purchase goods or reject an services from Seller arises only upon Buyer's issuance of a Purchase Order at Gables’ sole discretion. Gables may acknowledge an to Seller and Seller’s acceptance or deemed acceptance of such Purchase Order. An acknowledged Any forecasts, commitments, projections, representation about quantities to be purchased or other estimates provided to Seller are for planning purposes only and shall not be binding upon Buyer and Buyer shall not be liable for any amounts incurred by Seller in reliance on such estimates. Acknowledgement of a Purchase Order by any means, including without limitation, by beginning performance of the work or supply of the goods called for by a 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 has not yet been acceptedin the manner indicated above nor giving Buyer written notice of rejection of the order, then such Purchase Order will be deemed accepted by Seller. Until The terms set forth in a Purchase 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 is rescinded terms are intended to override these Terms and Conditions in the event of a conflict. Once delivered by BuyerBuyer to Seller, Gables a Purchase Order may accept not be amended, modified or reject 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 acknowledged specific Purchase Order at in question. A Purchase Order shall not constitute an acceptance by Buyer of any timeoffer to sell, any quotation, or any proposal. Gables may accept an Order. Gables accepts orders Reference in a writing that states “Purchase Order Acceptance.” An accepted order forms to any such offer to sell, quotation or proposal shall in no way constitute a contract upon the terms and conditions accepted. Gables may also accept an Order by performance. Acceptance by performance forms a contract on modification of any of the terms of the 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 these terms and conditions. Acceptance of 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 Agreement or condition in a signed writing. Gables may reject an such Purchase Order. A rejected order forms no contract and Gables has no obligation to act upon a rejected order after it has been rejectedANY 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. When a customer orders parts that must be fabricated for the OrderTHE 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, these are considered Made-to-Order components. In the case of Made-to-Order components, there will be a Preliminary Period that ends at the earlier of (1) thirty days after the Order is placed, or (2) twenty days before the earliest requested delivery date of the Order; but in no event shall be earlier than the Time and Date of the Order. For Orders that are not Made-to- Order, the Preliminary Period ends at the Time and Date of the Order. If an Order for Made-to-Order components is accepted by Gables, then the Customer may cancel the Order during the Preliminary Period if it does so in writing and pays a cancellation fee of 30% of the total anticipated charge for the Order (less shipping charges). In the event that Customer cancels any Order, in writing, after the Preliminary Period, Customer shall pay to Gables a cancellation fee of 100% of the total anticipated charge for the Order (less shipping charges)THE TERMS OF THE AGREEMENT ARE THE SOLE AND EXCLUSIVE TERMS ON WHICH THE BUYER AGREES TO BE BOUND.

Acceptance of Purchase Orders. Gables may acknowledgeWithin [**] following Corium’s receipt of each Purchase Order, Corium will acknowledge receipt thereof and accept the delivery dates set forth in the Purchase Order or reject an Order provide alternate delivery dates that are reasonably acceptable to Adolor, provided, however that Corium shall prioritize the Patch in its production schedule with at Gables’ sole discretion. Gables may acknowledge an Order. An acknowledged order has not yet been accepted. Until least equal importance as any other product manufactured by Corium for other customers purchasing similar quantities of products and unless the Order is rescinded by Buyer, Gables may accept or reject the acknowledged Order at any time. Gables may accept an Order. Gables accepts orders in a writing that states “Order Acceptance.” An accepted order forms a contract upon the generating similar revenue for Corium under similar terms and conditions acceptedas those set forth in this Agreement. Gables may also Within five (5) 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 an Order such dates by performance. Acceptance by performance forms issuing a contract on the terms of the 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 these terms and conditions. Acceptance of 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 confirming Purchase Order, these are considered Made-to-Order componentswhich will be deemed accepted by Corium upon receipt. In the case absence of Made-to-an agreement in (a), above, the date on the original Purchase Order componentsshall apply. Upon Corium’s acceptance of a Purchase Order, there such Purchase Order will not be cancelable or modifiable. In no event will a Preliminary Period that ends at the earlier of delivery date scheduled by Adolor be less than sixty (160) thirty days after the date the original Purchase Order is placedreceived by Corium, or (2) twenty days before except with the earliest requested delivery date prior written consent of the Order; but in no event shall be earlier than the Time and Date of the OrderCorium. For Orders that are not Made-to- Order, the Preliminary Period ends at the Time and Date of the Order. If an Order for Made-to-Order components is accepted by Gables, then the Customer may cancel the Order during the Preliminary Period if it does so in writing and pays a cancellation fee of 30% of the total anticipated charge for the Order (less shipping charges). In the event that Customer cancels any Order, in writing, after the Preliminary Period, Customer shall pay to Gables a cancellation fee of 100% of the total anticipated charge for the Order (less shipping charges).[**] CONFIDENTIAL TREATMENT REQUESTED CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION

Acceptance of Purchase Orders. Gables Agilent shall notify Customer as to whether any Purchase Order delivered pursuant to Section 4.3.1 has been accepted or rejected within [**] 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. 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 Customer that would affect Customer’s ability to perform its obligations hereunder. Agilent may acknowledge, accept or only reject an a Purchase Order at Gables’ sole discretion. Gables may acknowledge an Order. An acknowledged order has not yet been accepted. Until and unless as follows: (i) the Purchase Order is rescinded not in compliance with this Agreement; (ii) the Purchase Order does not 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 amount due with respect to such Purchase Order as may be requested by BuyerAgilent, Gables Agilent may accept or not reject the acknowledged 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 event Agilent fails to deliver Product for which the pre-payment was made; (iv) the Purchase Order does not comply with the lead times set forth in Section 4.3.1; (v) during the period beginning on the date on which 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 specifies a quantity of Product that is greater than [**] percent ([**]%) of the then-current Forecast rounded up to the nearest validated Batch size increment; (vi) at any time. Gables may accept an Order. Gables accepts orders time during the Term of this Agreement other than during the period described in (v) above, the Purchase Order specifies a writing quantity of Product that states “Order Acceptance.” An accepted order forms a contract upon the terms and conditions accepted. Gables may also accept an Order by performance. Acceptance by performance forms a contract on the terms is greater than [**] percent ([**]%) of the order as supplemented by these Terms then-current Forecast rounded up to the nearest validated Batch size increment; (vii) Customer has previously submitted, and Conditions. Once an Order is Agilent has accepted, it may not be withdrawn nor cancelled except as explicitly permitted under this Article 3 of these terms and conditions. Acceptance of any a Purchase Order is conditional upon within the Buyer’s assent applicable [**] pursuant 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 Order, these are considered Made-to-Order components. In the case of Made-to-Order components, there will be a Preliminary Period that ends at the earlier of (1) thirty days after the Order is placed, Section 4.3.1; or (2viii) twenty days before the earliest requested Purchase Order specifies delivery date dates that would require more than a single campaign every [**] months. Notwithstanding the foregoing, Agilent will use commercially reasonable efforts to accept more than [**] within each [**] and to accept Purchase Orders in excess of the Order; but quantities set forth in no event (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 earlier than the Time and Date deemed an acceptance of the such Purchase Order. For Orders that are not Made-to- Order, the Preliminary Period ends at the Time and Date of the Order. If an Order for Made-to-Order components is accepted by Gables, then the Customer may cancel the Order during the Preliminary Period if it does so in writing and pays a cancellation fee of 30% of the total anticipated charge for the Order (less shipping charges). In the event that Agilent rejects a Purchase Order hereunder, Agilent shall notify Customer cancels any Orderin writing within the [**] business day period or [**] business day period, in writingas applicable, after the Preliminary Period, Customer shall pay to Gables a cancellation fee of 100% of the total anticipated charge for the reasons why such Purchase Order (less shipping charges)was rejected by Agilent. Customer may, at its option and at any time after such rejection, submit a revised Purchase Order.