Common use of Guarantee of Delivery Clause in Contracts

Guarantee of Delivery. Seller guarantees that all Products ordered by any Participating Member shall be delivered to such member within no more than the number of days of Seller's receipt of such member's order for the Product(s) as is set forth in Item 6 of the Cover Sheet. If Seller fails to deliver any Product(s) within the above-mentioned time period, the Participating Member may purchase any substitute product(s) from another source(s), and Seller shall reimburse such member for the difference between such member's actual F.O.B. destination acquisition cost for such product(s) and the price(s) such member would have paid for Seller's Product(s) under this Agreement. Upon the request of any Participating Member, Seller will assist any such Participating Member in finding alternative acceptable sources for any Product(s) which Seller cannot deliver according to the guaranteed delivery time specified above. For orders placed with an Authorized Distributor, guarantee of delivery provisions will be negotiated between each Participating Member and the Authorized Distributor. If the Authorized Distributor fails to deliver any Product(s) within the foregoing negotiated time period because Seller has failed to provide the Product(s) to the Authorized Distributor, the Participating Member may purchase any substitute product(s) from another source(s), and Seller shall reimburse such member for the difference between such member's actual F.O.B. destination acquisition cost for such product(s) and the price(s) such member would have paid for Seller's Product(s) under this Agreement, provided that Seller is notified by the Participating Member of such failure to deliver and cannot provide an alternative product acceptable to the Participating Member at the same price. Upon the request of any Participating Member, Seller will assist any such Participating Member in finding alternative acceptable sources for any Product(s) which an Authorized Distributor cannot deliver according to the guaranteed delivery time specified above.

Guarantee of Delivery. Seller guarantees will use best efforts to make certain that all Products ordered by any Participating Member Committed Greenhealth Exchange Participant shall be delivered to such member said Committed Greenhealth Exchange Participant within no more than the number of days of time frame mutually agreed upon by the Committed Greenhealth Exchange Participant and Seller's receipt of such member's order for . At the Product(s) as is set forth in Item 6 discretion of the Cover Sheet. If Committed Greenhealth Exchange Participant, if Seller fails to deliver any Product(s) Product within the above-mentioned time period, the Participating Member Committed Greenhealth Exchange Participant may purchase any substitute product(s) Product from another source(s), and Seller shall reimburse such member for notwithstanding any other provision in this Agreement to the difference between such member's actual F.O.B. destination acquisition cost for such product(s) and the price(s) such member would have paid for Seller's Product(s) under this Agreement. contrary, Upon the request of any Participating MemberCommitted Greenhealth Exchange Participant, Seller will assist any such Participating Member Committed Greenhealth Exchange Participant in finding alternative acceptable sources for any Product(s) Product which Seller cannot deliver according to the guaranteed delivery time specified above. Further, if Seller is not able to deliver the Products within thirty (30) days of the mutually agreed delivery date, Committed Greenhealth Exchange Participant may, at its option, cancel the order for the Product without penalty. For orders placed with an Authorized Seller’s Distributor, guarantee of delivery provisions will be negotiated between each Participating Member Greenhealth Exchange Participant and the Authorized Seller’s Distributor. If the Authorized Seller’s Distributor fails is not able to deliver any Product(sthe Products within thirty (30) within days of the foregoing negotiated time period because Seller has failed to provide mutually agreed delivery date, Committed Greenhealth Exchange Participant may, at its option, cancel the Product(s) to the Authorized Distributor, the Participating Member may purchase any substitute product(s) from another source(s), and Seller shall reimburse such member order for the difference between such member's actual F.O.B. destination acquisition cost for such product(s) and the price(s) such member would have paid for Seller's Product(s) under this Agreement, provided that Seller is notified by the Participating Member of such failure to deliver and cannot provide an alternative product acceptable to the Participating Member at the same priceProduct without penalty. Upon the request of any Participating MemberGreenhealth Exchange Participant, Seller Authorized Seller’s Distributor will assist any such Participating Member Greenhealth Exchange Participant in finding alternative acceptable sources for any Product(s) Product which an Authorized Seller’s Distributor cannot deliver according to the guaranteed delivery time specified above. In the event of a natural disaster or industry wide shortage of Product (“Emergency Condition”), Seller agrees to give priority to orders placed by Committed Greenhealth Exchange Participants for Product during the duration of the Emergency Condition. If possible, the Seller will sequester a specific quantity of Product for the exclusive purchase by Committed Greenhealth Exchange Participants for the duration of the Emergency Condition.

Guarantee of Delivery. Seller guarantees is responsible for maintaining adequate stock so that all Products ordered by any deliveries may be made to the Participating Member according to the delivery schedules designated for the Products in the applicable PPA and with a minimum fill rate of [. . . *** . . .] within [. . . *** . . .] business days based on first time receipts, excluding build-to-order products. Seller shall be delivered to such member notify the Participating Member within no more than the number of two (2) business days of Seller's after receipt of such member's a purchase order for if it will not be able to fill the Product(s) as is order within a specified time period. Participating Member may cancel any order that Seller cannot fill within the committed time period set forth in Item 6 of the Cover Sheet. If Seller fails to deliver any Product(s) within the above-mentioned time period, the Participating Member may purchase any substitute product(s) from another source(s), and Seller shall reimburse such member for the difference between such member's actual F.O.B. destination acquisition cost for such product(s) and the price(s) such member would have paid for Seller's Product(s) under this Agreement. Upon the request of any Participating Member, Seller will assist any such Participating Member in finding alternative acceptable sources for any Product(s) which Seller cannot deliver according to agreed-upon PREMIER PURCHASING PARTNERS, L.P. STANDARD TERMS AND CONDITIONS GROUP PURCHASING AGREEMENT-CAPITAL EQUIPMENT Seller: Masimo Americas, Inc. Contract Number: PP-NS-540 time periods. The Participating Member may terminate a Committed Purchase Agreement with Seller (if applicable) in accordance with the guaranteed delivery notice and cure provisions thereof if, for any Product for which the Participating Member has a purchase obligation under the Committed Purchase Agreement, Seller fails to maintain a [. . . *** . . .] on-time specified abovefill rate and is unable to provide a suitable substitute product having equivalent function at the same price. For orders placed with an Authorized Distributor, and orders that are subject to a Member Freight Program, guarantee of delivery provisions will be negotiated between each Participating Member and the Authorized DistributorDistributor and/or the third parties involved in the Member Freight Program (“Member Freight Managers”). If the Authorized Distributor or Member Freight Manager fails to deliver any Product(s) within the foregoing negotiated time period because Seller has failed to provide the Product(s) to the Authorized DistributorDistributor or Member Freight Manager and does not cure such failure in accordance with Section 13.1, the Participating Member may purchase any substitute product(s) from another source(s), and Seller shall reimburse such member for the difference between such member's ’s actual F.O.B. destination acquisition cost for such product(s) and the price(s) such member would have paid for Seller's ’s Product(s) under this Agreement, provided that Seller is notified by the Participating Member of such failure to deliver and cannot provide an alternative product Product acceptable to the Participating Member at the same price. Upon the request of any Participating Member, Seller will assist any such Participating Member in finding alternative acceptable sources for any Product(s) which an Authorized Distributor cannot deliver according to the guaranteed delivery time specified above.

Guarantee of Delivery. Seller guarantees that all Products ordered by any Participating Premier Member shall be delivered to such member within no up to and should not exceed more than the number of ninety (90) days of Seller's receipt of such member's order for the Product(s) as is set forth in Item 6 ). Seller and Participating Premier Member shall agree upon a specific date of delivery of the Cover SheetProduct(s). Participating Premier Member may delay any scheduled delivery of the Product(s) for up to ninety (90) days after the execution of the purchase order by providing written notice of such delay to the Seller at least thirty (30) days prior to such scheduled date of delivery without any increase in the price of the Product(s). If Seller fails to deliver any Product(s) within the above-mentioned time period, the Participating Member Premier Member, at its sole discretion, may exercise any of the following options: (A) to purchase any substitute product(s) from another source(s), and subsequently be reimbursed by Seller shall reimburse such member for the difference between such member's actual F.O.B. destination acquisition cost for such product(s) and the price(s) such member would have paid for Seller's Product(s) under this Agreement; provided that the difference will not exceed Seller's list prices; (B) to terminate the purchase order for the Product(s) without penalty, and immediately refund to Participating Premier Member all funds paid for the Product(s) and any related materials pursuant to such purchase order, or (C) for those Product(s) purchased, to extend the warranty period referred to in Section 10.2, at no charge, by two (2) business days for each calendar day, or portion thereof that delivery is delayed after the scheduled date of delivery as agreed upon by the Seller and Participating Premier Member. Any such warranty extension days described in (C) will be provided on the days of the week covered under such warranty. Upon the request of any Participating Premier Member, Seller will assist any such Participating Premier Member in finding alternative acceptable sources for any Product(s) which Seller cannot deliver according to the guaranteed delivery time specified above. For orders placed with an Authorized Seller's Distributor, guarantee of delivery provisions will be negotiated between each Participating Premier Member and the Authorized Seller's Distributor. If the Authorized Seller's Distributor fails to deliver any Product(s) within the foregoing negotiated time period because Seller has failed to provide the Product(s) to the Authorized Seller's Distributor, the Participating Premier Member may purchase exercise any substitute product(sof the options (A) from another source(sthrough (C), and Seller shall reimburse such member for the difference between such member's actual F.O.B. destination acquisition cost for such product(s) and the price(s) such member would have paid for Seller's Product(s) under this Agreement, provided that Seller is notified by the Participating Member of such failure to deliver and cannot provide an alternative product acceptable to the Participating Member at the same price. Upon the request of any Participating Member, Seller will assist any such Participating Member in finding alternative acceptable sources for any Product(s) which an Authorized Distributor cannot deliver according to the guaranteed delivery time specified above.