Common use of Delivery and Cancellation Clause in Contracts

Delivery and Cancellation. The terms, choice of carrier and routing of shipment shall be as specified on the face of this Purchase Order or as Avanade otherwise directs. If not set forth on the Purchase Order or Avanade does not so direct, then Vendor shall select the carrier and routing so as to meet the delivery dates set forth in the Purchase Order. Avanade may revise shipping instructions as to any unshipped Products. Vendor will deliver the Products or provide Services on the applicable date set forth in the Purchase Order, or, if no date is specified, within ten (10) calendar days of the date of the Purchase Order. Time is of the essence under this Agreement. Vendor will notify Avanade promptly of potential shortages or delays of more than three (3) business days, at which time Avanade reserves the right to cancel such Products or Services without penalty. During the performance of the Purchase Order, Vendor shall not make any changes in the design, material, process, procedures or practices affecting Products to be furnished or Services to be performed to be furnished by Vendor hereunder without the prior written consent of Avanade. If Vendor fails to make complete delivery as provided herein, Avanade reserves the right to cancel the Purchase Order, in whole or in part, and to charge Vendor for any additional costs or expenses incurred in the replacement of such Products or Services. Avanade may issue an alteration to the Purchase Order at any time (to the extent delivery or performance has not occurred), in whole or in part, effective upon Vendor’s receipt of written notice from Avanade, without penalty or charge. If any alterations materially affect the cost of furnishing the Products or Services, the price of the Products or Services, or the delivery schedule of the Products or Services, an equitable adjustment mutually agreeable to the parties shall be made by Avanade. Vendor shall present claims for adjustment in writing within five

Delivery and Cancellation. The terms, choice of carrier and routing of shipment shall be as specified on the face of this Purchase Order or as Avanade otherwise directs. If not set forth on the Purchase Order or Avanade does not so direct, then Vendor shall select the carrier and routing so as to meet the delivery dates set forth in the Purchase Order. Avanade may revise shipping instructions as to any unshipped Products. Vendor will deliver the Products or provide Services on the applicable date set forth in the Purchase Orderthis Purchase, or, if no date is specified, within ten (10) calendar 10 days of the date of the Purchase Orderthis Purchase. Time is of the essence under this AgreementPurchase. Vendor will notify Avanade Luxor promptly of potential shortages or delays of more than three (3) 5 business days, at which time Avanade Luxor reserves the right to cancel such Products or Services without penalty. During the performance of the Purchase Order, Vendor shall not make any changes in the design, material, process, procedures or practices affecting Products to be furnished or Services to be performed to be furnished by Vendor hereunder without the prior written consent of Avanade. If Vendor fails to make complete delivery as provided herein, Avanade Luxor reserves the right to cancel the Purchase Orderthis Purchase, in whole or in part, and to charge Vendor for any additional costs or expenses incurred in the replacement of such Products or Services. Avanade Luxor may issue an alteration to the this Purchase Order at any time (to the extent delivery or performance has not occurred), in whole or in part, effective upon Vendor’s receipt of written notice from AvanadeLuxor, without penalty or charge. If any alterations materially affect the cost of furnishing the Products or Services, the price of the Products or Services, or the delivery schedule of the Products or Services, an equitable adjustment mutually agreeable to the parties shall be made by AvanadeLuxor. Vendor shall present claims for adjustment in writing within fivefive (5) business days (or such other time period as may be agreed upon by the parties in writing) of receiving Luxor’s change notice or any such claim by Vendor for such adjustment shall be deemed waived. Price increases or extensions of time for delivery shall not be binding on Luxor unless evidenced by an authorized change order to the Purchase approved by Luxor’s authorized purchasing agent. Further, Luxor may terminate for convenience this Purchase at any time, in whole or in part, by written, electronic, or telegraphic notice. In such event, such termination shall apply to Products not yet delivered and/or Services not performed prior to the date of Vendor’s receipt of such notice of termination. In the event of a breach of any of the representations, warranties, or covenants in Section 21(b), Luxor may, in its sole discretion and in addition to any other remedies Luxor may have under law or these Terms and Conditions, terminate these Terms and Conditions immediately.

Delivery and Cancellation. The terms, choice of carrier and routing of shipment shall be as specified on the face of this Purchase Order or as Avanade otherwise directs. If not set forth on the Purchase Order or Avanade does not so direct, then Vendor shall select the carrier and routing so as to meet the delivery dates set forth in the Purchase Order. Avanade may revise shipping instructions as to any unshipped Products. Vendor will deliver the Products or provide Services on the applicable date set forth in the Purchase Order, or, if no date is specified, within ten (10) 10 calendar days of the date of the Purchase Order. Time is of the essence under this Agreement. Vendor will notify Avanade promptly of potential shortages or delays of more than three (3) 3 business days, at which time Avanade reserves the right to cancel such Products or Services without penalty. During the performance of the Purchase Order, Vendor shall not make any changes in the design, material, process, procedures or practices affecting Products to be furnished or Services to be performed to be furnished by Vendor hereunder without the prior written consent of Avanade. If Vendor fails to make complete delivery as provided herein, Avanade reserves the right to cancel the Purchase Order, in whole or in part, and to charge Vendor for any additional costs or expenses incurred in the replacement of such Products or Services. Avanade may issue an alteration to the Purchase Order at any time (to the extent delivery or performance has not occurred), in whole or in part, effective upon Vendor’s receipt of written notice from Avanade, without penalty or charge. If any alterations materially affect the cost of furnishing the Products or Services, the price of the Products or Services, or the delivery schedule of the Products or Services, an equitable adjustment mutually agreeable to the parties shall be made by Avanade. Vendor shall present claims for adjustment in writing within five5 business days (or such other time period as may be agreed upon by the parties in writing) of receiving Avanade’s change notice or any such claim by Vendor for such adjustment shall be deemed waived. Price increases or extensions of time for delivery shall not be binding on Avanade unless evidenced by an authorized change order to the Purchase Order approved by Avanade’s authorized purchasing agent. Further, Avanade may terminate the Purchase Order for convenience at any time, in whole or in part, by written, electronic, or facsimile notice. In the event the Purchase Order is terminated by Avanade, (i) Vendor’s sole and exclusive remedy will be to receive payment of all unpaid and undisputed fees and reimbursement of all unpaid authorized expenses, if any, that are incurred prior to the termination date, and (ii) Avanade will be entitled to a refund pro-rata or in full of any payments and any credits for Services which were not performed or delivered. Upon termination, Vendor and Vendor’s