Common use of Order Procedures Clause in Contracts

Order Procedures. (a) UTSTARCOM shall place with SHARP monthly purchase orders in writing for the SUPPLY PARTS at least [*] before the [*] of the production month of the SUPPLY PARTS thereby ordered or at least [*] before the [*] of the month in which the SUPPLY PARTS are to be shipped from the relevant port(s) of shipment, whichever is applicable. By the [*] of each month, non-binding rolling forecasts for the SUPPLY PARTS order for the period of next [*] shall be given to Sharp by UTSTARCOM for Sharp's smooth arrangements of the SUPPLY PARTS. In case the relevant SUPPLY PARTS are to be manufactured outside Japan, however, the number of months provided above shall be increased by [*]. (b) The quantity of each model of the SUPPLY PARTS to be ordered by each of such purchase orders shall be integral multiple of [*]. (c) Such purchase orders shall be deemed only to be offers by UTSTARCOM to purchase the SUPPLY PARTS on and subject to the terms and conditions of this Agreement and such other terms and conditions as may be set forth in any SHARP price-list, estimate or other similar documents in effect at the date when UTSTARCOM's order is accepted. (d) SHARP may accept or reject the purchase orders submitted by UTSTARCOM. The acceptance by SHARP of such purchase orders shall be made only by execution and delivery by SHARP of the SALES CONTRACT (which form is designated by SHARP and is subject to revision made from time to time by SHARP at its sole discretion), thereupon such SALES CONTRACT shall be deemed to be the final and conclusive contract between the parties for the purchase and sale of the SUPPLY PARTS therein described. Immediately upon receipt by UTSTARCOM of the said SALES CONTRACT, UTSTARCOM shall sign and return to SHARP the duplicate copy of such SALES CONTRACT but failure of UTSTARCOM to do so shall not affect the validity of such SALES CONTRACT as provided hereinabove. It is specifically agreed, however, that if any export license or permission is required for the exportation of the SUPPLY PARTS the SALES CONTRACT shall come into effect only when such export license or permission shall have been obtained. UTSTARCOM agrees that due to delay in obtaining such license or permission the shipping date of the SUPPLY PARTS as set forth in the SALES CONTRACT may be delayed and that such delay shall not constitute a breach by SHARP of the SALES CONTRACT; provided, however, that SHARP will ship the SUPPLY PARTS as soon as practicable after the shipping date set forth in the SALES CONTRACT. In the event of any conflict or inconsistency between the terms and conditions of this Agreement and those of any SALES CONTRACT, the terms and conditions of this Agreement shall prevail with respect only to such conflicting or inconsistent provisions, except for such terms and conditions as may be typewritten on the face of such SALES CONTRACT.

Order Procedures. (a) UTSTARCOM shall place with SHARP monthly purchase orders in writing FIRM ZONE. Product quantities forecasted for the SUPPLY PARTS at least first [*] before the [*] months of an Ongoing Forecast (the production month of the SUPPLY PARTS thereby ordered or at least [*] before the [*] of the month in which the SUPPLY PARTS "Firm Zone"), are deemed to be shipped from firm orders, and as such Purchaser is committed to same. The Parties shall use reasonable best efforts to negotiate any change in the relevant port(s) delivery date of shipment, whichever is applicable. By the [*] of each month, non-binding rolling forecasts for the SUPPLY PARTS order for the period of next [*] shall be given to Sharp by UTSTARCOM for Sharp's smooth arrangements of the SUPPLY PARTS. In case the relevant SUPPLY PARTS are to be manufactured outside Japanany firm order; provided, however, that: (i) if Purchaser reduces its requirements for Products to be Formulated in the number Firm Zone of months provided above an Ongoing Forecast, Purchaser shall be increased by [**]; and (ii) if Supplier agrees to Formulate additional quantities of the Products in the Firm Zone of an Ongoing Forecast, Purchaser, in addition to the Price, shall [**]. Supplier shall [**]. (b) The quantity of each model of MATERIAL ZONE. Product quantities forecasted for the SUPPLY PARTS to be ordered by each of such purchase orders shall be integral multiple of next [*]. *] months of an Ongoing Forecast following the Firm Zone (cthe "Material Zone") Such purchase orders shall be deemed only to be offers by UTSTARCOM to purchase the SUPPLY PARTS on and subject to the terms and conditions of this Agreement and such other terms and conditions as may be set forth in any SHARP price-list, estimate or other similar documents in effect at the date when UTSTARCOM's order is accepted. (d) SHARP may accept or reject the purchase orders submitted by UTSTARCOM. The acceptance by SHARP of such purchase orders shall be made only by execution and delivery by SHARP of the SALES CONTRACT (which form is designated by SHARP and is subject to revision made from time to time by SHARP at its sole discretion), thereupon such SALES CONTRACT shall be are deemed to be firm as they relate to the final and conclusive contract between quantities of Products to be ordered. Changes of timing for delivery of Products within the parties for the purchase and sale of the SUPPLY PARTS therein described. Immediately upon receipt Material Zone may be made by UTSTARCOM of the said SALES CONTRACTPurchaser, UTSTARCOM shall sign and return to SHARP the duplicate copy of such SALES CONTRACT but failure of UTSTARCOM to do so shall not affect the validity of such SALES CONTRACT as provided hereinabove. It is specifically agreedat Purchaser's reasonable discretion; provided, however, that if any export license order made by Purchaser for Products to be delivered during the Material Zone of an Ongoing Forecast is cancelled, deferred or permission is required reduced, so as to result in lesser quantity Products ordered by Purchaser than indicated in the corresponding month of such Material Zone, Purchaser shall be responsible for the exportation cost of obsolete or unused Materials reasonably procured by Supplier for the purpose of meeting the requirements specified in the Firm Zone (if applicable) and in the corresponding months of the SUPPLY PARTS Material Zone of that Ongoing Forecast and in accordance with any minimum order quantities of Materials by Third Party suppliers. (c) OPEN ZONE. Product quantities forecasted for the SALES CONTRACT shall come into effect only when such export license or permission shall have been obtainedlast [**] months of an Ongoing Forecast (the "Open Zone") are deemed to be open as they relate to the quantities of Products to be ordered and Purchaser is not committed to same. UTSTARCOM agrees The Parties acknowledge and agree that due to delay in obtaining such license or permission the shipping date of the SUPPLY PARTS as set forth requirements specified in the SALES CONTRACT may be delayed Open Zone of an Ongoing Forecast are for the purposes of Supplier's internal scheduling and that such delay planning only and Purchaser shall not constitute a breach be responsible for any costs of Materials procured or other expenses incurred by SHARP Supplier for the purpose of meeting the SALES CONTRACT; provided, however, that SHARP will ship the SUPPLY PARTS as soon as practicable after the shipping date set forth requirements specified in the SALES CONTRACT. In the event of any conflict Open Zone, unless related to Long Lead Time Materials as referenced in Section 4.2(d) or inconsistency between the terms and conditions of this Agreement and those of any SALES CONTRACT, the terms and conditions of this Agreement shall prevail with respect only agreed to such conflicting or inconsistent provisions, except for such terms and conditions as may be typewritten on the face of such SALES CONTRACTby both Parties in writing.

Order Procedures. (a) UTSTARCOM Each time Newpark desires to place an order for Products, Newpark shall place with SHARP monthly deliver to Manufacturer a purchase orders order (the "Purchase Order") which shall designate: (i) The items, quantities, delivery dates (based on reasonable lead times), shipping instructions and product specifications for the Products subject to the Purchase Order; (ii) The unit price at which Newpark is able to obtain the Products from a third party manufacturer (which shall be the unit price at which Manufacturer will be required to sell the applicable Products to Newpark if Manufacturer accepts the Purchase Order); and (iii) The applicable product warranties, which shall be equivalent to the product warranties offered to Newpark by a third party manufacturer. Within five business days of its receipt of a Purchase Order, Manufacturer shall notify Newpark in writing for whether it accepts or rejects the SUPPLY PARTS Purchase Order. Manufacturer shall be under no obligation to accept any particular Purchase Order. The terms and conditions applicable to each Purchase Order shall be as set forth in the original Purchase Order submitted by Newpark and as otherwise agreed upon by Newpark and Manufacturer at least [*] before the [*] time of acceptance of each Purchase Order. Any such additional terms and conditions shall be deemed to be incorporated in and to be a part of the production month of the SUPPLY PARTS thereby ordered or at least [*] before the [*] of the month in which the SUPPLY PARTS are to be shipped from the relevant port(s) of shipment, whichever is applicable. By the [*] of each month, non-binding rolling forecasts for the SUPPLY PARTS order for the period of next [*] shall be given to Sharp by UTSTARCOM for Sharp's smooth arrangements of the SUPPLY PARTS. In case the relevant SUPPLY PARTS are to be manufactured outside Japan, however, the number of months provided above shall be increased by [*]applicable Purchase Order. (b) The quantity of each model If Manufacturer accepts a Purchase Order, Manufacturer shall manufacture, sell and deliver the Products subject thereto in accordance with the terms and conditions of the SUPPLY PARTS Purchase Order, including, without limitation, the provisions thereof relating to be ordered by each purchase price, payment terms and delivery dates. Manufacturer may contract with any other person (a "Subcontractor") for the manufacture of the Products subject to a Purchase Order provided that the Subcontractor meets all standards and fulfills all obligations imposed on Manufacturer with respect to the manufacture of such purchase orders Products, whether pursuant to this Agreement or the applicable Purchase Order. If Manufacturer utilizes the services of a Subcontractor, Manufacturer shall be integral multiple responsible for overseeing the operations of [*]the Subcontractor and for the compliance by the Subcontractor with all applicable requirements of the Purchase Order and this Agreement. (c) Such If Manufacturer rejects a Purchase Order, or if Manufacturer fails to accept the Purchase Order in writing within five days of its receipt thereof, or if Manufacturer otherwise is unable or unwilling to fill the Purchase Order on the terms submitted by Newpark pursuant to paragraph 2.2(a) (including, without limitation, the terms regarding purchase orders price, payment terms and delivery dates), Newpark shall be deemed only have the absolute right to be offers by UTSTARCOM to purchase manufacture the SUPPLY PARTS on and Products subject to the terms Purchase Order, either directly or through the use of Subcontractors, and conditions of this Agreement and neither Newpark nor Manufacturer shall have any liability or obligation to one another with respect to the Products subject to such other terms and conditions as may be set forth in any SHARP price-list, estimate or other similar documents in effect at the date when UTSTARCOM's order is acceptedPurchase Order. (d) SHARP may accept or reject the purchase orders submitted All risk of loss with respect to Products manufactured by UTSTARCOM. The acceptance by SHARP of such purchase orders Manufacturer for Newpark shall be made only borne by execution and Manufacturer until the delivery by SHARP of the SALES CONTRACT (which form is designated by SHARP Products to, and is subject to revision made from time to time by SHARP at its sole discretion), thereupon such SALES CONTRACT shall be deemed to be the final and conclusive contract between the parties for the purchase and sale acceptance of the SUPPLY PARTS therein described. Immediately upon receipt by UTSTARCOM Products by, Newpark in accordance with the terms of the said SALES CONTRACT, UTSTARCOM shall sign and return to SHARP the duplicate copy of such SALES CONTRACT but failure of UTSTARCOM to do so shall not affect the validity of such SALES CONTRACT as provided hereinabove. It is specifically agreed, however, that if any export license or permission is required for the exportation of the SUPPLY PARTS the SALES CONTRACT shall come into effect only when such export license or permission shall have been obtained. UTSTARCOM agrees that due to delay in obtaining such license or permission the shipping date of the SUPPLY PARTS as set forth in the SALES CONTRACT may be delayed and that such delay shall not constitute a breach by SHARP of the SALES CONTRACT; provided, however, that SHARP will ship the SUPPLY PARTS as soon as practicable after the shipping date set forth in the SALES CONTRACT. In the event of any conflict or inconsistency between the terms and conditions of this Agreement and those of any SALES CONTRACT, the terms and conditions of this Agreement shall prevail with respect only to such conflicting or inconsistent provisions, except for such terms and conditions as may be typewritten on the face of such SALES CONTRACTapplicable Purchase Order.

Order Procedures. (a) UTSTARCOM shall place with SHARP monthly purchase orders in writing for the SUPPLY PARTS at least [*] before the [*] of the production month of the SUPPLY PARTS thereby ordered or at least [*] before the [*] of the month in which the SUPPLY PARTS are to be shipped from the relevant port(s) of shipment, whichever is applicable. By the [*] of each month, non-binding rolling forecasts for the SUPPLY PARTS order for the period of next [*] shall be given to Sharp by UTSTARCOM for Sharp's smooth arrangements of the SUPPLY PARTS. In case the relevant SUPPLY PARTS are to be manufactured outside Japan, however, the number of months provided above shall be increased by [*]. (b) The quantity of each model of the SUPPLY PARTS to be ordered by each of such purchase orders shall be integral multiple of [*]. (c) Such purchase orders shall be deemed only to be offers by UTSTARCOM to purchase the SUPPLY PARTS on and subject to the terms and conditions of this Agreement and such other terms and conditions as may be set forth in any SHARP price-list, estimate or other similar documents in effect at the date when UTSTARCOM's order is accepted. (d) SHARP may accept or reject the purchase orders submitted by UTSTARCOM. The acceptance by SHARP of such purchase orders shall be made only by execution and delivery by SHARP of the SALES CONTRACT (which form is designated by SHARP and is subject to revision made from time to time by SHARP at its sole discretion), thereupon such SALES CONTRACT shall be deemed to be the final and conclusive contract between the parties for the purchase and sale of the SUPPLY PARTS therein described. Immediately upon receipt by UTSTARCOM of the said SALES CONTRACT, UTSTARCOM shall sign and return to SHARP the duplicate copy of such SALES CONTRACT but failure of UTSTARCOM to do so shall not affect the validity of such SALES CONTRACT as provided hereinabove. It is specifically agreed, however, that if any export license or permission is required for the exportation of the SUPPLY PARTS the SALES CONTRACT shall come into effect only when such export license or permission shall have been obtained. UTSTARCOM agrees that due to delay in obtaining such license or permission the shipping date of the SUPPLY PARTS as set forth in the SALES CONTRACT may be delayed and that such delay shall not constitute a breach by SHARP of the SALES CONTRACT; provided, however, that SHARP will ship the SUPPLY PARTS as soon as practicable after the shipping date set forth in the SALES CONTRACT. In the event of any conflict or inconsistency between the terms and conditions [*] * 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. of this Agreement and those of any SALES CONTRACT, the terms and conditions of this Agreement shall prevail with respect only to such conflicting or inconsistent provisions, except for such terms and conditions as may be typewritten on the face of such SALES CONTRACT.