Order and Acceptance. All orders for Product submitted by Distributor shall be initiated by written purchase orders sent to Micrus via a method set forth in Section 11.5 and requesting a delivery date during the term of this Agreement; provided, however, that an order may initially be placed orally, by telefax or by e-mail if a confirming written purchase order is received by Micrus within [***] after said oral, telefax or e-mail order. To facilitate Micrus’ production scheduling, Distributor shall submit purchase orders to Micrus at least [***] prior to the first day of the requested month of delivery. No order shall be binding upon Micrus until accepted by Micrus in writing, and Micrus shall have no liability to Distributor with respect to purchase orders that are not so accepted. Micrus shall either: (i) notify Distributor, in writing, of the acceptance or rejection of an order (or any portion thereof) and of the assigned delivery date for accepted orders with [***] of receipt of the purchase order; or (ii) send Product pursuant to such accepted order. No partial fulfillment of an order shall constitute a commitment to fulfill the entire order, absent the written acceptance of such entire order. Micrus shall use its commercially reasonable efforts to deliver Product at the time specified in its written acceptance of Distributor’s purchase orders. Micrus reserves the right at any time to discontinue the manufacture, supply or sale of any Product, to make changes in materials or design, or to add improvements to any Product, without incurring any liability whatsoever.
Order and Acceptance. On a month-to-month and FreeStyle -------------------- Product-by-FreeStyle Product basis, Nipro shall submit orders for units of FreeStyle Products so that such orders are received *** Confidential treatment requested by TheraSense *** prior to its requested date of receipt of such units of FreeStyle Products. Unless otherwise mutually agreed, Nipro shall be obligated to purchase each month *** the amount of FreeStyle Products forecasted for such month in its current Forecast ("Binding Forecasts"). No order shall be binding upon TheraSense until accepted by TheraSense in writing but TheraSense agrees to accept Nipro's purchase orders for quantities of FreeStyle Products ordered by Nipro in a month *** the Binding Forecast for such month. Once accepted by TheraSense, Nipro may cancel or reschedule purchase orders for FreeStyle Products only with TheraSense's prior written approval. Nipro will use commercially reasonable efforts to place orders for FreeStyle Products in an even and regular fashion so as to allow for efficient scheduling of FreeStyle Products production and warehousing. In the event TheraSense receives a purchase order *** in advance of the requested receipt date or for a quantity that is *** the Binding Forecast for a month, TheraSense will use commercially reasonable best efforts to ship such FreeStyle Products to Nipro on the date and in the quantity requested by Nipro; provided, TheraSense shall have no liability to Nipro with respect to such orders that do not meet the requirement of this Section 5.4 and are not accepted by TheraSense.
Order and Acceptance. If Subcontractor fails to object in writing and deliver such objection to Contractor within five (5) business days of Contractor’s delivery of the site-specific Purchase Order to Subcontractor, then Subcontractor shall be deemed to have conclusively and unconditionally accepted such site-specific Subcontract Purchase Order. Following expiration of such five (5) day period, Subcontractor’s acceptance shall be deemed to have occurred even if Subcontractor has not signed or returned the executed Purchase Order to Contractor. Additionally, Subcontractor’s commencement of shipment, promise of shipment, or the furnishing of merchandise, materials, equipment, tools, services or work that is the subject matter of this Agreement (the "Merchandise,” “Services” or “Work”) shall constitute Subcontractor's agreement that it will deliver the Merchandise, Services or Work in accordance with the terms and conditions of this Agreement. Subcontractor agrees to follow the shipping and invoicing instructions issued by Contractor, which instructions are incorporated by reference into this Agreement. Shipment by Subcontractor of any part of the Merchandise or materials which are the subject of this Agreement, or performance of any of the Services or Work set forth in this Agreement, shall constitute an acceptance of this Agreement for all of the Merchandise, Services or Work ordered herein and acceptance of these terms, conditions, and instructions. The absence of a formal signature by Subcontractor in a site-specific purchase order shall not relieve Subcontractor to comply with all of the terms of this Agreement. Any request or demand for, or statement purporting to make Subcontractor's acceptance conditional on Contractor's assent to, additional or different terms shall be of no effect unless Contractor accepts the changes in writing and initials those changes. Contractor may revoke or modify this Agreement at any time prior to acceptance by Subcontractor. Contractor, in its sole discretion, reserves the right to correct any stenographic, arithmetic and clerical errors.
Order and Acceptance. All orders for Products submitted by Distributor shall be initiated by written purchase order delivered in person or by first class mail, facsimile or electronic submission to INFRAREDX during the term of this Agreement. No order shall be binding upon INFRAREDX until accepted by INFRAREDX in writing. INFRAREDX shall use its reasonable best efforts to notify Distributor of the acceptance or rejection of an order and of the assigned delivery date for accepted orders within five (5) business days after receipt of the purchase order. Notwithstanding the foregoing, if Distributor does not receive such notice within five (5) business days after receipt of the purchase order, the orders shall be deemed as having been accepted by INFRAREDX. INFRAREDX may accept a purchase order by electronic transmission, in writing, by shipment of a partial order or the entire order, or other methods of express acceptance. INFRAREDX shall use commercially reasonable efforts to accept purchase orders if such order is issued seventy-five (75) days prior to the requested delivery date. In any event, INFRAREDX shall treat orders of Distributor in the manner that is not less favourable than any orders by other distributors as to the priority for delivery. INFRAREDX shall deliver Products within seventy-five (75) days after acceptance of Distributor’s purchase orders.
Order and Acceptance. No order will be binding until accepted by Company. As condition to acceptance, Company may require that Customer verify an order by signing the Company’s Order Verification form, without modification, submitted to the Company’s headquarters. Company will have no liability for purchase orders that are not verified and accepted. Company may establish minimum Product order quantities. Once Order Verification has been received by Company, Customer may only change or cancel the order with the Company’s written consent, which may require the Customer to pay a change fee or cancellation fee equal to the greater of $350 or up to 20% of the invoice value of the order except where the order is custom or country specific, in which case the cancellation fee may equal to the entire amount of the cancelled order.
Order and Acceptance. 4.4.1 Disetronic shall submit orders for units of FreeStyle Products so that such orders are received by TheraSense at least *** prior to the requested shipment date of such units of FreeStyle Products. Disetronic shall be obligated to purchase *** the Binding Forecasts. TheraSense is obligated to accept Disetronic's purchase orders within five (5) working days after receipt thereof provided that the quantities of FreeStyle Products ordered by Disetronic in a calendar quarter are *** the full amount requested -8- Initials: ____ ____ *** CONFIDENTIAL TREATMENT REQUESTED by Disetronic in the Binding Forecasts for such calendar quarter ("Accepted Quantity") and such order is received by TheraSense at least *** prior to the requested shipment date. Subject to the foregoing, no order for quantities greater than a given Accepted Quantity shall be binding upon TheraSense unless and until accepted by TheraSense in writing, and TheraSense shall have no liability to Disetronic with respect to purchase orders that are not accepted. For example: if Disetronic delivers a Forecast on April 1, 2001, requesting 1000 units of Freestyle Product with SKU Number XYZ for the calendar quarter beginning July 1, 2001, then Disetronic shall be obligated to purchase *** such FreeStyle Product with SKU Number XYZ in the calendar quarter beginning July 1, 2001; and, TheraSense shall accept Disetronic's purchase order in such calendar quarter, provided that TheraSense received the purchase order *** in advance of the requested shipment date, and further provided that the quantity of such FreeStyle Products with SKU Number XYZ ordered by Disetronic for the calendar quarter beginning July 1, 2001 is not greater than ***.
Order and Acceptance. Before accepting order from its customers, Sun shall place written order inquiry for the Products with Manufacturer on Sun's standard order inquiry form setting forth the quantity of Products, the specifications therefor, and the desired delivery date. Manufacturer shall use its reasonable best efforts to notify Distributor of the acceptance or rejection of an order inquiry and of the assigned delivery date for accepted orders within five (5) days after -------- * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. receipt of the order inquiry. Upon acceptance of the order inquiry by the Manufacturer, Sun shall place written orders for the Products with Manufacturer on Sun's standard purchase order form setting forth the quantity of Products, the specifications therefor, and the desired delivery date as agreed by Manufacturer. To facilitate Manufacturer's production scheduling, Distributor shall submit purchase orders to Manufacturer at least sixty (60) days prior to the first day of the requested month of delivery. No order shall be binding upon Manufacturer until accepted by Manufacturer in writing, and Manufacturer shall have no liability to Distributor with respect to purchase orders that are not accepted. No partial shipment of an order shall constitute the acceptance of the entire order, absent the written acceptance of such entire order. Manufacturer shall use its reasonable best efforts to deliver Products at the times specified either in its quotation or in its written acceptance of Distributor's purchase orders. The Products sold to Sun by Manufacturer shall be shipped F.O.B. (as defined in Section 2319 of the California Uniform Commercial Code) Manufacturer's factory at Fremont, CA to the destination in the Territory designated by Sun in the purchase order, unless otherwise agreed by the parties. Sun will supply [*] rolling forecast throughout the agreement.
Order and Acceptance. The forecast for the first Sales Quarter in each of Paladin's rolling forecasts made pursuant to Article 5.2 above shall constitute Paladin's firm order for that Sales Quarter, and all firm orders shall specify delivery date(s) no less than ninety (90) days from the date of such firm order. Paladin shall not increase or decrease its forecast (by SKU and in total), for the second Sales Quarter in each of Paladin's rolling forecasts made pursuant to Article 5.2 above, by more than twenty percent (20%). VIVUS shall accept all firm orders from Paladin for quantities of Product up to and including one hundred twenty percent (120%) of the quantity (by SKU and in total) of Product previously forecasted by Paladin for such Sales Quarter, and shall use its best efforts to accept all firm orders from Paladin for quantities of Product in excess of that quantity of Product. Paladin shall not increase or decrease its forecast, for the third Sales Quarter in each of Paladin's rolling forecasts made pursuant to Article 5.2 above, by more than fifty percent (50%). VIVUS shall accept all firm orders from Paladin for quantities of Product up to and including one hundred fifty percent (150%) of the quantity of Product previously forecasted by Paladin for such Sales Quarter, and shall use its best efforts to accept all firm orders from Paladin for quantities of Product in excess of that quantity of Product. Once an order has been accepted by VIVUS, then VIVUS shall be obligated to sell, and Paladin shall be obligated to purchase, the ordered Product. It is understood and agreed that VIVUS' obligations to supply Product will be in full lot quantities and that VIVUS will not split lots for supply of Product to Paladin in the Territory.
Order and Acceptance. (a) All orders for Product submitted by CYTOGEN shall be initiated by written orders sent to MATRITECH and requesting a delivery date during the term of this Agreement. Any order initially placed orally or by e-mail must be confirmed in writing.
Order and Acceptance. All orders for Hybrids shall be made by signed written purchase orders by Starkey to a Sonic employee designated in writing by Sonic, sent to Sonic at Sonic's address for notice hereunder and proposing a delivery date that is consistent with the Forecasts and not less than sixty (60) days after Sonic's receipt of such purchase order. To the extent that any one purchase order exceeds [ * ] Hybrids, such purchase order must be submitted to Sonic at least ninety (90) days in advance of any requested delivery date. Orders shall be placed by a signed written purchase order, which may be provided to Sonic by fax. Sonic shall accept or reject purchase orders by fax or in writing within seven (7) days of receipt, it being understood that no purchase order shall be binding upon Sonic until accepted by Sonic. Sonic shall fulfill purchase orders accepted by Sonic pursuant to the terms and conditions of this Agreement. [ * ]= CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. No partial shipment of an order shall constitute the acceptance of the entire order, absent the written acceptance of such entire order. Once accepted by Sonic, Starkey may cancel or reschedule purchase orders for Hybrids only with Sonic's prior written approval.
