Common use of Acceptance or Rejection of Purchase Orders Clause in Contracts

Acceptance or Rejection of Purchase Orders. Advanced shall acknowledge Acclarent’s purchase orders in writing and shall be entitled to reject that portion of any purchase order for Balloons in quantities greater than [****] of forecast or in the case of assembled Balloon Catheters, Advanced shall be entitled to reject that portion of any purchase order requiring delivery of more than [****] assembled Balloon Catheters within any calendar month; provided, however, that Advanced shall use commercially reasonable efforts to supply ordered quantities in excess of the above-stated [****] of the forecast for Balloons or [****] assembled Balloon Catheters per month. In the event that Advanced rejects a portion(s) of any purchase order(s) pursuant to this paragraphs 2.6, Acclarent shall [****] purchase balloons or assembled catheters from a third party to fill the rejected portion(s) of such purchase order(s). Advanced shall not be considered in breach of this Agreement in the event that it cannot provide assembled Balloon Catheters in excess of [****] per month. Any full or partial rejection of Acclarent’s purchase order must be communicated in writing to Acclarent within ten (10) business days of receipt of the purchase order by Advanced. Any purchase order for Balloons in quantities equal to or less than [****] of the forecast or any purchase order requiring delivery of fewer than [****] assembled Balloon Catheters per month shall be accepted by Advanced, provided compliance with Paragraph 2.7 below. Acceptance by Advanced of a purchase order or cumulative orders for an amount(s) less than the forecasted amount(s) shall not constitute a modification of the forecast and Acclarent shall [****] forecast as set forth above. No course of dealing between the parties shall alter Acclarent’s obligations pursuant to the forecast.

Acceptance or Rejection of Purchase Orders. Advanced Valera shall acknowledge Acclarent’s purchase orders indicate its acceptance or rejection of each Purchase Order within ten (10) Business Days after receipt; provided that Valera may reject a Purchase Order, in writing and shall be entitled to reject that portion of any purchase order for Balloons in quantities greater than [****] of forecast whole or in part, only if: (a) the case Purchase Order fails to comply with the terms and conditions of assembled Balloon Catheters, Advanced shall be entitled this Agreement; (b) the delivery date is less than one hundred fifty (150) days from the date of Valera's receipt of such Purchase Order; or (c) if the volume under the Purchase Order and all other accepted Purchase Orders covering the applicable monthly period exceeds the volume set forth in Teva-Tuteur's then-current forecast (delivered pursuant to reject that portion of any purchase order requiring delivery of Section 6.3) by more than [****] assembled Balloon Catheters within any calendar month; providedten percent (10%). If requested by Teva-Tuteur following Teva-Tuteur's receipt of Valera's rejection notice under clause (c) above, however, that Advanced shall Valera will use commercially reasonable efforts to supply ordered quantities in deliver the excess volume of the above-stated [****] of the forecast for Balloons or [****] assembled Balloon Catheters per month. In the event that Advanced rejects a portion(s) of any purchase order(s) pursuant to this paragraphs 2.6, Acclarent shall [****] purchase balloons or assembled catheters from a third party to fill Product specified in the rejected portion(s) of such purchase order(s). Advanced Purchase Order, but Valera's failure to so deliver the excess volume shall not be considered in a breach of this Agreement Agreement. Valera's sole obligation in filling accepted Purchase Orders shall be to use commercially reasonable efforts to fill Teva-Tuteur's orders for the Product. In no event that it cannot provide assembled Balloon Catheters in excess of [****] per month. Any full or partial rejection of Acclarent’s purchase order must shall Valera be communicated in writing liable to Acclarent within ten (10) business days of receipt of the purchase order by Advanced. Any purchase order for Balloons in quantities equal to or less than [****] of the forecast Teva-Tuteur or any purchase order requiring third party for Valera's failure to deliver the Product to Teva-Tuteur by any delivery of fewer than [****] assembled Balloon Catheters per month shall be accepted by Advanced, provided compliance with Paragraph 2.7 below. Acceptance by Advanced of a purchase order or cumulative orders for an amount(s) less than the forecasted amount(s) shall not constitute a modification of the forecast and Acclarent shall [****] forecast as due date set forth above. No course of dealing between the parties shall alter Acclarent’s obligations pursuant to the forecastin any Purchase Order.

Acceptance or Rejection of Purchase Orders. Advanced [Supplier shall acknowledge Acclarent’s use [its best/commercially reasonable] efforts to fulfill all purchase orders for the Products submitted by Distributor in writing and accordance with the terms of this Agreement/Supplier shall be entitled fulfill all purchase orders submitted by Distributor in accordance with the terms of this Agreement up to reject that portion of any purchase order the quantity specified [for Balloons the initial [NUMBER] months] in quantities greater than [****] of Distributor's most recent forecast or in the case of assembled Balloon Catheters, Advanced shall be entitled to reject that portion of any purchase order requiring delivery of more than [****] assembled Balloon Catheters within any calendar month; provided, however, that Advanced given under Section VI.01. Supplier shall use commercially reasonable efforts to supply ordered quantities in excess of the above-stated [****] of the forecast for Balloons or [****] assembled Balloon Catheters per month. In the event that Advanced rejects a portion(s) of fulfill any purchase order(s) pursuant orders that exceed the Distributor's forecast]. Supplier shall confirm to this paragraphs 2.6, Acclarent shall [****] purchase balloons or assembled catheters from a third party to fill Distributor the rejected portion(s) receipt of such purchase order(s). Advanced shall not be considered in breach of this Agreement in the event that it cannot provide assembled Balloon Catheters in excess of [****] per month. Any full or partial rejection of Acclarent’s each purchase order must be communicated [properly issued hereunder] and, subject to the terms of Section 6.03(a), respond with its acceptance or rejection (and the basis for any rejection) [in writing to Acclarent writing] [via email] [or] [by using EDI] within ten (10) business [NUMBER] days of following [Supplier's receipt of the purchase order by Advancedorder/the date of Distributor's purchase order] (the "Purchase Order Response Period"). Any purchase order for Balloons in quantities equal If Supplier does not respond to or less than [****] of the forecast or any purchase order requiring delivery issued hereunder within the Purchase Order Response Period, the purchase order will be deemed accepted by Supplier. Distributor may cancel or amend any purchase order by notifying Supplier prior to Supplier's acceptance (or deemed acceptance) or rejection thereof. In addition to its rights under Section VII.01(b)(ii) and Section XII.03(b)(i), [at any time prior to shipment/at least [NUMBER] days before the agreed shipment date for the order], Distributor may, in its sole discretion, without liability or penalty[ except for the cancellation fee set forth below], cancel any accepted purchase order on notice to Supplier. If any purchase order is cancelled, Supplier shall immediately cease work and purchasing materials relating to fulfilling the order. [Upon cancellation of fewer than [****] assembled Balloon Catheters per month an order under this Section 6.04(b), Supplier shall be entitled to a cancellation fee in an amount equal to [the actual expenditures of Supplier incurred up to the date it receives notice of cancellation, except for supplies and work in process which may be used by Supplier in its course of business/[OTHER CANCELLATION FEE]].] Supplier may not cancel or amend any purchase order accepted by AdvancedSupplier hereunder, provided compliance with Paragraph 2.7 below. Acceptance unless agreed to by Advanced of a purchase order or cumulative orders for an amount(s) less than the forecasted amount(s) shall not constitute a modification of the forecast and Acclarent shall [****] forecast as set forth above. No course of dealing between the parties shall alter Acclarent’s obligations pursuant to the forecastDistributor in writing.