Common use of Order and Delivery Clause in Contracts

Order and Delivery. 4.1 The order from BUYER to SUPPLIER for the purchase of any of products (“Order”) shall be given by BUYER in writing from time to time. All purchase orders submitted by BUYER to SUPPLIER shall be acknowledged by SUPPLIER by returning a Proforma Invoice matching the Purchase Order via fax or email to BUYER within seven (7) working days after receipt and upon delivery of such Proforma Invoice shall become binding upon SUPPLIER. No Order shall be binding upon SUPPLIER unless and until it has been accepted and confirmed in writing by delivery of a Proforma Invoice by SUPPLIER. SUPPLIER may refuse to accept any Order only if BUYER is in violation of Paragraph 4.5 below and SUPPLIER shall not be liable to BUYER in respect of any such refusal If SUPPLIER. refuses to accept any Order placed by BUYER hereunder, BUYER shall then be permitted to purchase the Products covered by such Order from any third party. Except as otherwise provided herein, no firm Order shall be cancelled or adjusted by either party without the written consent of the other party. 4.2 In the event of any conflict between this Agreement and any provision, term or condition set forth on any purchase order, acknowledgment, invoice or other document or communication or any provision, term or condition set forth on any purchase order, acknowledgment, invoice or other document or communication attempts to add, amend, modify or replace the terms and conditions of this Agreement with any different or additional terms or conditions, the provisions of this Agreement shall prevail. 4.3 Upon receipt of a purchase order from BUYER, SUPPLIER shall notify BUYER of the delivery date for the Products. If the delivery date notified by SUPPLIER is not acceptable or delivery of the Products to the common carrier is delayed [15] days or more past such date, BUYER may cancel the order for such Products by written notice to SUPPLIER and SUPPLIER and BUYER shall not be liable to the other party in respect of any such cancel. SUPPLIER shall maintain sufficient manufacturing capabilities for supplying the Products to BUYER and shall supply BUYER with those Products described in any purchase order which BUYER may issue from time to time. 4.4 SUPPLIER shall make its best endeavors to fulfill firm Orders for the supply of Products with all reasonable dispatch but SUPPLIER shall not be liable in any way for any loss of trade or profit suffered by BUYER in the event of delivery of Products being restricted, frustrated or delayed as a result of strike, riot, lockout, dispute, act or restraint of Government, export or import embargoes or restrictions, any force majeure or other cause outside the reasonable control of SUPPLIER and SUPPLIER may allocate supplies of Products as between buyers on such basis as it considers to be fair and reasonable in the event of there being shortages of supply or restrictions on delivery by reason of any of the matters referred to in this clause. SUPPLIER shall promptly notify BUYER in writing of the occurrence of any of the matters referred to in this clause, and upon receipt of such notice, BUYER shall have the option, in its sole discretion, to cancel any Order(s) affected thereby.

Order and Delivery. 4.1 3.1 Except as otherwise attached hereto with respect to the Products, Kelsey shall order all Products being purchased hereunder pursuant to a standard Kelsey purchase order ("Purchase Order"), a copy of which is attached hereto as Schedule B. The order from BUYER to SUPPLIER for form of the purchase of any of products (“Order”) shall Purchase Order may be given by BUYER in writing amended from time to timetime by Kelsey, in its sole discretion, provided notice of said amendment is given to Milford at least (10) days prior to the effective date of the amendment. All purchase orders submitted by BUYER Any such amendments to SUPPLIER shall be acknowledged by SUPPLIER by returning a Proforma Invoice matching the Purchase Order via fax or email to BUYER within seven (7) working days after receipt and upon delivery of such Proforma Invoice shall become binding upon SUPPLIER. No Order shall be binding upon SUPPLIER unless and until it has been accepted and confirmed a part hereof; provided, however, in writing by delivery of a Proforma Invoice by SUPPLIER. SUPPLIER may refuse to accept any Order only if BUYER is in violation of Paragraph 4.5 below and SUPPLIER shall not be liable to BUYER in respect of any such refusal If SUPPLIER. refuses to accept any Order placed by BUYER hereunder, BUYER shall then be permitted to purchase the Products covered by such Order from any third party. Except as otherwise provided herein, no firm Order shall be cancelled or adjusted by either party without the written consent of the other party. 4.2 In the event of any a conflict between the terms of this Agreement and any provisionthe Purchase Order, term as it may be now or condition hereafter amended, the terms of this Agreement shall control. Notwithstanding the above, the terms of the Purchase Order, as it may be amended, shall be construed, to the extent possible, as consistent with the terms and conditions set forth on any purchase orderin this Agreement and as cumulative; provided however, acknowledgmentthat if such construction is unreasonable, invoice or other document or communication or any provision, term or condition set forth on any purchase order, acknowledgment, invoice or other document or communication attempts to add, amend, modify or replace the terms and conditions of this Agreement with any different or additional terms or conditions, the provisions of this Agreement shall prevailcontrol. 4.3 Upon receipt 3.2 The Purchase Order shall include the reasonable terms of a delivery and acceptance including the date of order, description of Products, specifications, place of delivery and terms of payment. 3.3 Milford shall timely deliver Products in accordance with Kelsey's "Release Schedules" provided to Milford in conjunction with the Purchase Orders and shall ship in accordance with Kelsey's shipping instructions; provided normally accepted lead times are given. 3.4 Subject to the obligations set forth in Section 9.1, Kelsey's obligation to purchase order Products from BUYER, SUPPLIER shall notify BUYER Milford is conditioned on Kelsey's continued use of the delivery date for the ProductsProducts in manufacturing fluid valve bodies. If the delivery date notified by SUPPLIER is not acceptable or delivery of the Products to the common carrier is delayed [15] days or more past such date, BUYER may cancel the order for such Products by written notice to SUPPLIER and SUPPLIER and BUYER shall not be liable to the other party in respect of any such cancel. SUPPLIER shall maintain sufficient manufacturing capabilities for supplying the Products to BUYER and shall supply BUYER with those Products described in any purchase order which BUYER may issue from time to time. 4.4 SUPPLIER shall make its best endeavors to fulfill firm Orders for the supply of Products with all reasonable dispatch but SUPPLIER shall not be liable in any way for any loss of trade or profit suffered by BUYER in the event of delivery of Products being restricted, frustrated or delayed as a result of strike, riot, lockout, dispute, act or restraint of Government, export or import embargoes or restrictions, any force majeure or other cause outside the reasonable control of SUPPLIER and SUPPLIER may allocate supplies of Products as between buyers on such basis as it considers to be fair and reasonable in the event of there being shortages of supply or restrictions on delivery by reason current design of any of the matters referred Products becomes obsolete to in Kelsey during the term of this clause. SUPPLIER shall promptly notify BUYER in writing Agreement or Kelsey terminates its production of the occurrence of any of the matters referred fluid valve bodies, Kelsey will have no further obligation to in purchase such Products under this clause, and upon receipt of such notice, BUYER shall have the option, in its sole discretion, to cancel any Order(s) affected therebyAgreement.