Common use of Material Procurement Clause in Contracts

Material Procurement. A. Customer’s accepted purchase orders will constitute authorization for Supplier to procure, using standard purchasing practices, the labor, components, materials and supplies necessary for the manufacture of Products (“Inventory”) covered by such purchase orders. B. Only with the prior approval of Customer may Supplier purchase any Inventory in excess of the Inventory required to manufacture the Products covered by Customer’s three-month purchase order. Therefore, Customer and Supplier may agree, in writing, that Supplier may purchase components, materials, and supplies: (i) with lead times exceeding the period covered by the accepted purchase orders for the Products to the extent necessary for the manufacture of additional Products covered by Customer’s Quantity Requirements (“Long Lead Time Components”) and, (ii) in quantities above the required amount for purchase orders to achieve price targets (“Economic Order Inventory”), and (iii) in excess of requirements for purchase orders because of minimum lot sizes available from manufacturers (“Minimum Order Inventory”). Together these are called “Special Inventory”. C. In addition, and upon Customer’s written request, Supplier may from time to time hold Long Lead Time Components and finished Products in inventory to increase Customer’s sourcing flexibility. The components and quantities of all such inventory and the associated cost will be documented in a separate letter agreement and signed by both Supplier and Customer. D. Provided that all terms and conditions of paragraph 2.4 are met, if Customer fails to purchase all of the Products specified in any purchase order that conform to the warranty set forth in paragraph 4.3, the Customer agrees to reimburse the Supplier for all Inventory and Special Inventory purchased by Supplier in reliance on a Customer’s Purchase Order that cannot be used by Supplier to manufacture the Products because of Customer’s failure to so purchase such Products (a “Reimbursement Amount”). Supplier agrees to maintain a sufficient inventory at its location to ensure meeting the agreed-upon delivery schedule. If Supplier agrees to ship on a weekly or monthly basis, Supplier agrees to maintain a minimum one-month inventory of raw materials and/or components at its location to ensure meeting the weekly or monthly delivery schedule.

Material Procurement. A. Customer’s (a) Seller shall purchase materials to manufacture Products necessary to comply with its obligations to supply Products specified in Exhibit C. Seller shall use in its production of Products such parts and components of a type, quality, and grade as were used in the Products when they were initially qualified under this Agreement. Seller shall make no substitution of any components, raw materials or vendors which would affect the reliability of the Products without Buyer's written consent. In the event such substitution is requested by Seller, Seller shall provide documented evidence of the qualification of such components, raw materials or vendors in accordance with Buyer's Component Qualification Procedures identified in Exhibit K. Seller shall not use materials with date codes older than one (1) year without Buyer's consent. (b) Buyer's accepted purchase orders Orders will constitute authorization for Supplier Seller to procure, using standard the purchasing practicespractices set forth in this Agreement, the labor, components, materials and supplies necessary for the manufacture of Products (“"Inventory”") covered by such purchase orders. ***** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. B. Only with the prior approval of Customer (c) In addition, Buyer may Supplier purchase any Inventory in excess of the Inventory required authorize Seller to manufacture the Products covered by Customer’s three-month purchase order. Therefore, Customer and Supplier may agreepurchase, in writingamounts beyond the amount necessary to fill accepted Orders, that Supplier may purchase the components, materials, and supplies: (i) with lead times exceeding greater than ***** days at the period covered by time the accepted purchase orders for the Products to the extent necessary for the manufacture of additional Products covered by Customer’s Quantity Requirements Order is placed (“"Long Lead Time Components”") plus ***** days to account for the order, shipment, receipt and manufacturing time and, (ii) purchased in quantities above the required amount for purchase orders in order to achieve price targets (“"Economic Order Inventory”"), and (iii) purchased in excess of requirements for purchase orders because of minimum lot sizes available from manufacturers (“"Minimum Order Inventory”"). Together these are called “"Special Inventory”". Seller shall notify Buyer's Purchaser Representative of its intent to Purchase Special Inventory at least ten (10) days prior to such purchase. Such notice shall contain a detailed identification of the Special Inventory to be purchased, the proposed purchase price, the vendor supplying the Special Inventory, and a reference to Buyer's obligations under this Section. During the ten day period, Buyer shall notify Seller whether or not the purchase of such Special Inventory is authorized. In the event Buyer notifies Seller that Seller is authorized to purchase such Special Inventory, the Special Inventory shall be considered to be "Approved Special Inventory" for purposes of this Agreement. In the event Buyer does not so notify Seller, Seller shall consider the purchase of the Special Inventory not to be authorized by Buyer and such Special Inventory shall not be considered "Approved Special Inventory" for any purpose of this Agreement. C. In addition(d) Seller may purchase Long Lead Time Components sufficient to meet all deliveries under the Orders in effect at the time the order with the supplier is placed, and upon Customer’s written requestmay reasonably purchase Minimum Order Inventory even if greater than the amount necessary to meet Orders and Product forecast, Supplier may in each case only if authorized by Buyer as set forth in Section 6.4(c) above. Seller may, from time to time time, at the written request of Buyer hold Long Lead Time Components and finished Products in inventory to increase Customer’s Buyer's sourcing flexibilityflexibility in amounts authorized by Buyer and at the expense of Buyer. The components and quantities of all such inventory and the associated cost will be documented in a separate letter agreement and signed by both Supplier Seller and CustomerBuyer. D. Provided that all terms and conditions of paragraph 2.4 are met, if Customer fails to purchase all of the Products specified in any purchase order that conform to the warranty set forth in paragraph 4.3, the Customer agrees to reimburse the Supplier (e) Buyer will be responsible for all Inventory and Approved Special Inventory purchased by Supplier in reliance on a Customer’s Purchase Order that canSeller under this Section 6.4 if such purchases are authorized by Buyer pursuant to this Section 6.4. Seller shall be responsible for any Special Inventory not be used approved by Supplier to manufacture the Products because of Customer’s failure to so purchase such Products (a “Reimbursement Amount”). Supplier agrees to maintain a sufficient inventory at its location to ensure meeting the agreed-upon delivery schedule. If Supplier agrees to ship on a weekly or monthly basis, Supplier agrees to maintain a minimum one-month inventory of raw materials and/or components at its location to ensure meeting the weekly or monthly delivery scheduleBuyer and all other Inventory.

Material Procurement. A. Customer’s Replay Networks' accepted purchase orders will constitute authorization for Supplier Flextronics to procure, using standard purchasing practices, the labor, components, materials and supplies necessary for the manufacture of Products (“"Inventory”") covered by such purchase orders. B. Only with the prior approval of Customer may Supplier purchase any Inventory in excess of the Inventory required . In addition, Replay Networks authorizes Flextronics to manufacture the Products covered by Customer’s three-month purchase order. Therefore, Customer and Supplier may agreepurchase, in writingamounts beyond the amount necessary to fill accepted purchase orders, that Supplier may purchase the components, materials, and supplies: (i) with lead times exceeding greater than [***] days at the period covered by time the accepted purchase orders for the Products to the extent necessary for the manufacture of additional Products covered by Customer’s Quantity Requirements order is placed (“"Long Lead Time Components”") plus [***] to account for the order, shipment, receipt and manufacturing time and, (ii) purchased in quantities above the required amount for purchase orders in order to achieve price targets (“"Economic Order Inventory”"), and (iii) purchased in excess of requirements for purchase orders because of minimum lot sizes available from manufacturers (“"Minimum Order Inventory”"). Together these are called “"Special Inventory”. C. In addition". CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. [***] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. Flextronics may purchase Long Lead Time Components sufficient to meet all deliveries under the purchase orders and Product forecast in effect at the time the order with the supplier is placed, and upon Customer’s written requestmay reasonably purchase Minimum Order Inventory even if greater than the amount necessary to meet purchase orders and Product forecast. Economic Order Inventory shall be purchased by Flextronics only with the prior approval of Replay Networks. Flextronics may, Supplier may from time to time time, hold Long Lead Time Components and finished Products goods in inventory to increase Customer’s sourcing Replay Networks flexibility. The components and quantities of all such inventory and the associated cost will be documented in a separate letter agreement and signed by both Supplier Flextronics and Customer. D. Provided that all terms and conditions of paragraph 2.4 are met, if Customer fails to purchase all of the Products specified in any purchase order that conform to the warranty set forth in paragraph 4.3, the Customer agrees to reimburse the Supplier Replay Networks. Replay Networks will be responsible for all Inventory and Special Inventory purchased by Supplier Flextronics under this Section 2.1 under the conditions provided elsewhere in reliance on a Customer’s Purchase Order that cannot be used by Supplier to manufacture the Products because of Customer’s failure to so purchase such Products (a “Reimbursement Amount”). Supplier agrees to maintain a sufficient inventory at its location to ensure meeting the agreed-upon delivery schedule. If Supplier agrees to ship on a weekly or monthly basis, Supplier agrees to maintain a minimum one-month inventory of raw materials and/or components at its location to ensure meeting the weekly or monthly delivery schedulethis Agreement.

Material Procurement. A. Customer’s (a) Seller shall purchase materials to manufacture Products necessary to comply with its obligations to supply Products specified in Exhibit C. Seller shall use in its production of Products such parts and components of a type, quality, and grade as were used in the Products when they were initially qualified under this Agreement. Seller shall make no substitution of any components, raw materials or vendors which would affect the reliability of the Products without Buyer's written consent. In the event such substitution is requested by Seller, Seller shall provide documented evidence of the qualification of such components, raw materials or vendors in accordance with Buyer's Component Qualification Procedures identified in Exhibit K. Seller shall not use materials with date codes older than one (1) year without Buyer's consent. (b) Buyer's accepted purchase orders Orders will constitute authorization for Supplier Seller to procure, using standard the purchasing practicespractices set forth in this Agreement, the labor, components, materials and supplies necessary for the manufacture of Products (“"Inventory”") covered by such purchase orders. B. Only with the prior approval of Customer (c) In addition, Buyer may Supplier purchase any Inventory in excess of the Inventory required authorize Seller to manufacture the Products covered by Customer’s three-month purchase order. Therefore, Customer and Supplier may agreepurchase, in writingamounts beyond the amount necessary to fill accepted Orders, that Supplier may purchase the components, materials, and supplies: (i) with lead times exceeding greater than ***** days at the period covered by time the accepted purchase orders for the Products to the extent necessary for the manufacture of additional Products covered by Customer’s Quantity Requirements Order is placed (“"Long Lead Time Components”") plus ***** days to account for the order, shipment, receipt and manufacturing time and, (ii) purchased in quantities above the required amount for purchase orders in order to achieve price targets (“"Economic Order Inventory”"), and (iii) purchased in excess of requirements for purchase orders because of minimum lot sizes available from manufacturers (“"Minimum Order Inventory”"). Together these are called “"Special Inventory”". Seller shall notify Buyer's Purchaser Representative of its intent to Purchase Special Inventory at least ***** days prior to such purchase. Such notice shall contain a detailed identification of the Special Inventory to be purchased, the proposed purchase price, the vendor supplying the Special Inventory, and a reference to Buyer's obligations under this Section. During the ***** day period, Buyer shall notify Seller whether or not the purchase of such Special Inventory is authorized. In the event Buyer notifies Seller that Seller is authorized to purchase such Special Inventory, the Special Inventory shall be considered to be "Approved Special Inventory" for purposes of this Agreement. In the event Buyer does not so notify Seller, Seller shall consider the purchase of the Special Inventory not ***** Portions redacted pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. to be authorized by Buyer and such Special Inventory shall not be considered "Approved Special Inventory" for any purpose of this Agreement. C. In addition(d) Seller may purchase Long Lead Time Components sufficient to meet all deliveries under the Orders in effect at the time the order with the supplier is placed, and upon Customer’s written requestmay reasonably purchase Minimum Order Inventory even if greater than the amount necessary to meet Orders and Product forecast, Supplier may in each case only if authorized by Buyer as set forth in Section 6.4(c) above. Seller may, from time to time time, at the written request of Buyer hold Long Lead Time Components and finished Products in inventory to increase Customer’s Buyer's sourcing flexibilityflexibility in amounts authorized by Buyer and at the expense of Buyer. The components and quantities of all such inventory and the associated cost will be documented in a separate letter agreement and signed by both Supplier Seller and CustomerBuyer. D. Provided that all terms and conditions of paragraph 2.4 are met, if Customer fails to purchase all of the Products specified in any purchase order that conform to the warranty set forth in paragraph 4.3, the Customer agrees to reimburse the Supplier (e) Buyer will be responsible for all Inventory and Approved Special Inventory purchased by Supplier in reliance on a Customer’s Purchase Order that canSeller under this Section 6.4 if such purchases are authorized by Buyer pursuant to this Section 6.4. Seller shall be responsible for any Special Inventory not be used approved by Supplier to manufacture the Products because of Customer’s failure to so purchase such Products (a “Reimbursement Amount”). Supplier agrees to maintain a sufficient inventory at its location to ensure meeting the agreed-upon delivery schedule. If Supplier agrees to ship on a weekly or monthly basis, Supplier agrees to maintain a minimum one-month inventory of raw materials and/or components at its location to ensure meeting the weekly or monthly delivery scheduleBuyer and all other Inventory.

Material Procurement. A. Customer’s Replay Networks' accepted purchase orders will constitute authorization for Supplier Flextronics to procure, using standard purchasing practices, the labor, components, materials and supplies necessary for the manufacture of Products (“"Inventory”") covered by such purchase orders. B. Only with the prior approval of Customer may Supplier purchase any Inventory in excess of the Inventory required . In addition, Replay Networks authorizes Flextronics to manufacture the Products covered by Customer’s three-month purchase order. Therefore, Customer and Supplier may agreepurchase, in writingamounts beyond the amount necessary to fill accepted purchase orders, that Supplier may purchase the components, materials, and supplies: (i) with lead times exceeding greater than [***] days at the period covered by time the accepted purchase orders for the Products to the extent necessary for the manufacture of additional Products covered by Customer’s Quantity Requirements order is placed (“"Long Lead Time Components”") plus [***] to account for the order, shipment, receipt and manufacturing time and, (ii) purchased in quantities above the required amount for purchase orders in order to achieve price targets (“"Economic Order Inventory”"), and (iii) purchased in excess of requirements for purchase orders because of minimum lot let sizes available from manufacturers (“"Minimum Order Inventory”"). Together these are called “"Special Inventory”. C. In addition". CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. [***] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. Flextronics may purchase Long Lead Time Components sufficient to meet all deliveries under the purchase orders and Product forecast in effect at the time the order with the supplier is placed, and upon Customer’s written requestmay reasonably purchase Minimum Order Inventory even if greater than the amount necessary to meet purchase orders and Product forecast. Economic Order Inventory shall be purchased by Flextronics only with the prior approval of Replay Networks. Flextronics may, Supplier may from time to time time, hold Long Lead Time Components and finished Products goods in inventory to increase Customer’s sourcing Replay Networks flexibility. The components and quantities of all such inventory and the associated cost will be documented in a separate letter agreement and signed by both Supplier Flextronics and Customer. D. Provided that all terms and conditions of paragraph 2.4 are met, if Customer fails to purchase all of the Products specified in any purchase order that conform to the warranty set forth in paragraph 4.3, the Customer agrees to reimburse the Supplier Replay Networks. Replay Networks will be responsible for all Inventory and Special Inventory purchased by Supplier Flextronics under this Section 2.1 under the conditions provided elsewhere in reliance on a Customer’s Purchase Order that cannot be used by Supplier to manufacture the Products because of Customer’s failure to so purchase such Products (a “Reimbursement Amount”). Supplier agrees to maintain a sufficient inventory at its location to ensure meeting the agreed-upon delivery schedule. If Supplier agrees to ship on a weekly or monthly basis, Supplier agrees to maintain a minimum one-month inventory of raw materials and/or components at its location to ensure meeting the weekly or monthly delivery schedulethis Agreement.

Material Procurement. A. Customer’s accepted The material procurement undertaking, pursuant to this Agreement, will be carried-out by the Contractor. The Contractor carries full responsibility to the material procurement. 7.1 Contractor is authorized to purchase orders will constitute authorization for Supplier to procure, materials using standard purchasing practicespractices including, but not limited to acquisition of materials recognizing Economic Order Quantity, ABC buy policy and long lead time components management, in order to meet ** REPRESENTS MATERIAL WHICH HAS BEEN REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. the laborrequirements of Customer's orders and forecasts. Economic Order Quantity for items which are un-returnable to vendor or un-usable for other clients of the Contractor must be pre-approved by Customer. Long lead items may be ordered taking into the account the Forecast, components, provided that orders of long lead items for the Forecast Period will be pre-approved. Customer recognizes its financial responsibility for the materials purchased by Contractor on behalf of Customer and according to the orders and forecasts properly issued by Customer. 7.2 Customer reserves the right to purchase and/or produce some of the required materials and supplies necessary give the said materials to Contractor for the manufacture purpose of manufacturing Customer's Products. The list of the said materials will be stipulated when and if such a situation will arise. Transportation of any tools and materials during the work process between Customer's and Contractor's sites shall be carried out by Contractor immediately when the need arises at the Contractor's cost and responsibility. 7.3 Contractor is responsible for monitoring supplier's quality, according to the specifications provided by Customer for all purchased materials. 7.4 Subject to section 15 hereto, in the event of termination of this Agreement or a cancellation of a Purchase Order, and/or discontinuance of a Product, or excess materials created by an Engineering Change, Customer agrees to compensate Contractor for unused Products (“Inventory”) covered and material inventory which are affected by such purchase orders.termination, cancellation or discontinuance, as follows: B. Only with the prior approval of Customer may Supplier purchase any Inventory in excess of the Inventory required to manufacture the Products covered by Customer’s three-month purchase order. Therefore, Customer and Supplier may agree, in writing, that Supplier may purchase components, materials, and supplies: (i) with lead times exceeding the period covered by the accepted purchase orders The prevailing contract price of all Products, ready for the Products to the extent necessary for the manufacture of additional Products covered by Customer’s Quantity Requirements (“Long Lead Time Components”) and, delivery in Contractor's possession; (ii) The cost of material inventory, whether in raw form or work in process, which are not returnable to the vendor, or usable for other Contractor's customers, including economic order quantities above the required amount for purchase orders to achieve price targets (“Economic Order Inventory”), and of unique parts. (iii) in excess the cost of requirements for purchase orders because of minimum lot sizes available from manufacturers (“Minimum Order Inventory”). Together these are called “Special Inventory”. C. In addition, and upon Customer’s written request, Supplier may from time to time hold Long Lead Time Components and finished Products in inventory to increase Customer’s sourcing flexibility. The components and quantities of all such inventory and the associated cost will be documented in a separate letter agreement and signed by both Supplier and Customer. D. Provided that all terms and conditions of paragraph 2.4 are met, if Customer fails to purchase all of the Products specified in any purchase materials on order that conform to the warranty set forth in paragraph 4.3, the Customer agrees to reimburse the Supplier for all Inventory and Special Inventory purchased by Supplier in reliance on a Customer’s Purchase Order that which cannot be used by Supplier cancelled. (iv) to manufacture the above applicable compensation, the Contractor shall be entitled to a handling fee of 3% of the compensation due. (v) payment shall be made to Contractor against delivery of the compensated Products because of and materials to Customer’s failure . The above compensation shall be the sole compensation due to so Contractor as a result thereof. 7.5 Contractor shall undertake all possible efforts to cancel all applicable materials purchase such Products (a “Reimbursement Amount”). Supplier agrees to maintain a sufficient orders and reduce materials inventory at its location to ensure meeting the agreed-upon delivery schedule. If Supplier agrees to ship on a weekly through return for credit programs or monthly basisallocate materials for alternate programs, Supplier agrees to maintain a minimum one-month inventory of raw materials and/or components at its location to ensure meeting the weekly or monthly delivery scheduleif applicable.