Common use of Cancellation and Rescheduling of Purchase Orders Clause in Contracts

Cancellation and Rescheduling of Purchase Orders. (a) WinStar can cancel Purchase Orders for Stock Products in whole or in part at no cost or liability anytime prior to thirty (30) days prior to the scheduled delivery date set forth in the Purchase Order. Should WinStar cancel any Purchase Order for Stock Products, in whole or in part, other than for cause during the thirty (30) day period prior to the scheduled delivery date, WinStar agrees to pay to Lucent cancellation and reconfiguration charges equal to the lesser of (i) Lucent's actual and reasonable Out-of-Pocket Expenses associated with reconfiguring and restocking the Stock Products canceled and (ii) ten percent (10%) of the Purchase Order price for the canceled Stock Products. (b) WinStar can cancel Purchase Orders for Custom Products in whole or in part at no cost or liability anytime prior to sixty (60) days prior to the scheduled delivery date set forth in the Purchase Order. Should WinStar cancel any Purchase Order for Custom Products, in whole or in part, other than for cause Supply Agreement Confidential-WinStar/Lucent during the sixty (60) day period prior to the scheduled delivery date, WinStar agrees to pay to Lucent cancellation and reconfiguration charges equal to the lesser of (i) Lucent's Out-of-Pocket Expenses associated with reconfiguring and restocking the Custom Products canceled and (ii) the following percentage of the Purchase Order price for the particular canceled Custom Products based on the number of calendar days of prior notice provided by WinStar: (1) fifty percent (50%) if the notice is within nine (9) days prior to or on the scheduled delivery date set forth in the Purchase Order, (2) twenty percent (20%) if the notice is less than fifty-five (55) days but more than nine (9) days prior to the scheduled delivery date set forth in the Purchase Order, and (3) ten percent (10%) if the notice is less than sixty (60) days but more than fifty-five (55) days prior to the scheduled delivery date set forth in the Purchase Order. (c) WinStar may change the "ship to" destination of any Purchase Order by submitting notice to Lucent in writing at least ten (10) calendar days prior to shipment. If such change is requested by WinStar with less than forty-eight hours of notice prior to shipment, Lucent will use all reasonable efforts to implement such change. WinStar will be responsible for unavoidable Out-of-Pocket Expenses that Lucent reasonably incurs as a direct result of such change. Lucent will provide WinStar with an estimate of such Out-of-Pocket Expenses as soon as possible following WinStar's notice. (d) Purchase Orders shall not be subject to cancellation after shipment except as expressly provided in this Agreement. (e) WinStar may reschedule any Purchase Order for Stock Products at anytime prior to actual shipment. WinStar can reschedule any Purchase Order with respect to Stock Products at no cost or liability up to ninety (90) days from the original scheduled shipment date specified in the applicable Purchase Order. (f) WinStar may reschedule any Purchase Order for Custom Products at no cost or liability at anytime prior to the actual shipment; provided, however, if the reschedule request is within thirty (30) days of the scheduled delivery date set forth in the Purchase Order, the rescheduled delivery date requested by WinStar will be subject to Lucent's reasonable approval, but in no event shall the rescheduled delivery date be more than ten (10) days later than WinStar's requested rescheduled delivery date. If the new shipment date is within thirty (30) days of the scheduled shipment date, then Lucent shall arrange and pay for all additional transportation and storage costs for the Purchase Order. If the new shipment date is more than thirty (30) days after the scheduled shipment date but less than ninety (90) days after the scheduled shipment date, then such reasonable additional storage Out-of-Pocket Expenses incurred by Lucent shall be payable by WinStar. Except as provided in the preceding sentence, WinStar can reschedule any Purchase Order at no cost or liability up to ninety (90) days from the original scheduled shipment date specified in the applicable Purchase Order. (g) All references in this Section to the scheduled delivery date specified in the Supply Agreement Confidential-WinStar/Lucent Purchase Order shall be extended day-for-day by the number of days Lucent is delayed in meeting the scheduled delivery date.

Cancellation and Rescheduling of Purchase Orders. (a) WinStar Diveo can cancel Purchase Orders for Stock with respect to Products contained in such Purchase Orders, in whole or in part at no cost or liability anytime prior up to thirty forty-five (3045) days prior to the scheduled delivery shipment date set forth in the Purchase Orderfor such Product. Should WinStar Diveo cancel any Purchase Order for Stock Products, in whole or in part, part other than for cause pursuant to Section 3.5, during the thirty forty-five (3045) day period prior to the scheduled delivery shipment date, WinStar Diveo agrees to pay to Lucent cancellation and reconfiguration charges equal to the lesser of to: (i) Lucent's actual and reasonable Out-of-Pocket Expenses associated with reconfiguring and restocking the Stock Products canceled and (ii) ten five percent (105%) of the value of the canceled portion of the Purchase Order price for if the cancellation notice is given between twenty (20) and forty-five (45) days prior to the scheduled shipment date; or (ii) twenty percent (20%) of the value of the canceled Stock Productsportion of the Purchase Order if the cancellation notice is given within twenty (20) days prior to the scheduled shipment date. (b) WinStar Diveo can cancel Purchase Orders for Custom Products with respect to Services contained in such Purchase Orders, in whole or in part part, at no cost or liability anytime prior up to sixty twenty (6020) days prior to the scheduled delivery start date set forth in the Purchase Order. Should WinStar Diveo cancel any Purchase Order for Custom ProductsServices, in whole or in part, part other than for cause Supply Agreement Confidential-WinStar/Lucent pursuant to Section 3.5, during the sixty twenty (6020) day period prior to the scheduled delivery start date, WinStar Diveo agrees to pay to Lucent cancellation and reconfiguration charges equal to the lesser of (i) Lucent's for which Diveo has been given prior notice on an Out-of-Pocket Expenses associated with reconfiguring and restocking the Custom Products canceled and (ii) the following percentage basis equal to Lucent's demonstrable cancellation fees payable to a third party, if any, as a direct result of the Purchase Order price for the particular canceled Custom Products based on the number of calendar days of prior notice provided by WinStar: (1) fifty percent (50%) if the notice is within nine (9) days prior to or on the scheduled delivery date set forth in the Purchase Order, (2) twenty percent (20%) if the notice is less than fifty-five (55) days but more than nine (9) days prior to the scheduled delivery date set forth in the Purchase Order, and (3) ten percent (10%) if the notice is less than sixty (60) days but more than fifty-five (55) days prior to the scheduled delivery date set forth in the Purchase Order.such Diveo cancellation.. (c) WinStar Purchase Orders for Products only may not be canceled following shipment of the Products. Purchase Orders for Services only may not be canceled following start of the Service. The foregoing shall not impact any rights or remedies otherwise available to Diveo under this Agreement. (d) Following the Change Control process as specified in Schedule J, Diveo may change the "ship to" destination of any Product corresponding to a Purchase -------------------------------------------------------------------------------- Master Supply Agreement 6 Diveo / Lucent Confidential Order by submitting notice to Lucent in writing at least ten (10) calendar days prior to shipmentdelivery of the Product(s) at the designated site. If such change is requested by WinStar Diveo with less than forty-eight hours of notice prior to shipment, Lucent will use all reasonable efforts to implement such change. WinStar Diveo will be responsible for unavoidable all additional Out-of-Pocket Expenses that Lucent reasonably incurs as a direct result of such change. Lucent will provide WinStar Diveo with an estimate of such Out-of-Pocket Expenses as soon as possible following WinStarDiveo's notice. (d) Purchase Orders shall not be subject to cancellation after shipment except as expressly provided in this Agreement. (e) WinStar may Diveo may, without cost to Diveo, reschedule Delivery of any Product corresponding to any Purchase Order for Stock Products at anytime prior to actual shipment. WinStar can reschedule any Purchase Order with respect to Stock Products at no cost or liability shipment such that the resulting rescheduled shipping date is up to ninety one hundred twenty (90120) days from the original scheduled shipment date specified in the applicable Purchase Order. (f) WinStar may reschedule any Purchase Order for Custom Products at no cost (or liability at anytime prior to such later date as either mutually agreed upon by the actual shipmentParties or identified as the ship date by Lucent); provided, however, that unless otherwise agreed upon by the Parties, Diveo may not reschedule any Product if the reschedule request is within thirty Delivery of such Product was previously rescheduled by Diveo pursuant to this Subsection (30) days of e). Such rescheduling shall be at no liability to Diveo. Provided that the scheduled delivery date set forth in the Purchase Orderrescheduling was not caused by delays by Lucent, the rescheduled delivery date requested by WinStar will Diveo shall be subject to Lucent's reasonable approval, but in no event shall the rescheduled delivery date be more than ten (10) days later than WinStar's requested rescheduled delivery date. If the new shipment date is within thirty (30) days of the scheduled shipment date, then Lucent shall arrange and pay responsible solely for all additional transportation and storage costs for the Purchase Order. If the new shipment date is more than thirty (30) days after the scheduled shipment date but less than ninety (90) days after the scheduled shipment date, then such reasonable additional storage Out-of-Pocket Expenses actually incurred by Lucent shall be payable by WinStar. Except as provided in the preceding sentencefor third party storage and transportation, WinStar can if any. (f) Diveo may reschedule Delivery of any Service corresponding to any Purchase Order at anytime prior to scheduled start date such that the resulting rescheduled delivery date is up to one hundred twenty (120) days from the original start date specified in the Purchase Order (or such later date as either mutually agreed upon by the Parties). Such rescheduling shall be at no cost or liability up to ninety Diveo. (90g) days from For the original limited purpose of Diveo exercising its rights to cancel or reschedule Delivery of Purchase Orders pursuant to this Section only, all references in this Section 3.4 to the scheduled shipment date specified in the applicable Purchase Order. (g) All references in this Section to the scheduled delivery date specified in the Supply Agreement Confidential-WinStar/Lucent Purchase Order shall be extended day-for-day by the number of days Lucent is delayed or is reasonably expected to be delayed in meeting the scheduled delivery shipment date.