Common use of Order Process Clause in Contracts

Order Process. 3.1 The Customer shall notify the Supplier in writing of its forecast orders for each 90 day period, the first of which notification will be made no later than the Commencement Date and thereafter, at least 10 days before the start of the relevant 90 day period. 3.2 The Customer warrants that all such forecast orders are complete and accurate and acknowledges that the Supplier places orders on the basis of the volumes specified in such forecast orders and agrees that such forecast orders are binding on the Customer as soon as they are notified to the Supplier, unless otherwise agreed in writing with the Supplier. The Customer acknowledges and agrees that it shall be liable for any and all losses sustained by the Supplier due to the failure, in whole or in part, of any inaccurate forecasts, including the value of the finished and semi-finished Products as well as the cost of labour and raw materials used or prepared for the Products manufactured or to be manufactured by the Supplier and not purchased by the Customer. 3.3 The Customer shall place Purchase Orders (based on the relevant forecast order) by sending a Purchase Order to the Supplier. Any terms and conditions contained on or provided with the Customer's Purchase Order or any other documentation provided by the Customer are hereby expressly excluded and shall not form part of the contract between the parties. 3.4 A Purchase Order shall be treated as an offer by the Customer to contract with the Supplier, but shall not be binding on the Customer until accepted by the Supplier in accordance with Clause 3.5. The Supplier may, at its sole discretion, accept amendments to a Purchase Order after acceptance. 3.5 The Supplier shall, at its discretion, accept the Purchase Order and such Order Confirmation shall be treated as acceptance of the Customer's Purchase Order. 3.6 The Supplier shall arrange delivery of the Products in accordance with the Customer's instructions on the Purchase Order and the provisions of this Agreement, provided that, unless otherwise agreed between the parties, the Customer shall be liable to pay for all Expenses incurred by the Supplier in complying with such instructions.

Order Process. 3.1 The When the Customer wishes to place any additional order for Products beyond those ordered in Schedule 3, it shall notify either send an Order Form to the Supplier in writing or submit orally an order, provided that an order made orally must be confirmed by an Order Form (bearing the additional words “confirmation of its forecast orders for each 90 day period, the first of which notification will be made no later than the Commencement Date and thereafter, at least 10 days before the start of the relevant 90 day period. 3.2 The Customer warrants that all such forecast orders are complete and accurate and acknowledges that the Supplier places orders on the basis of the volumes specified in such forecast orders and agrees that such forecast orders are binding on the Customer as soon as they are notified to the Supplier, unless otherwise agreed in writing with the Supplier. The Customer acknowledges and agrees that it shall be liable for any and all losses sustained oral order”) received by the Supplier due to within 5 Business Days from the failure, in whole or in part, of any inaccurate forecasts, including date on which the value of Customer gave the finished and semi-finished Products as well as the cost of labour and raw materials used or prepared oral order. Payment terms for the Products manufactured or initial 100 Units, as set forth in Schedule A, item 1 shall be pre-paid prior to shipment. Payment terms for the second group of 400 Units, as set forth in Schedule 3, item 2 shall be manufactured by the Supplier and not purchased by the Customer. 3.3 The Customer paid as specified in Schedule 3, All orders shall place Purchase Orders (based on the relevant forecast order) by sending a Purchase Order to the Supplier. Any terms and conditions contained on or provided be consistent with the Customer's Purchase Order or any other documentation provided by the Customer are hereby expressly excluded and shall not form part of the contract between the parties. 3.4 A Purchase Order shall be treated as an offer by the Customer to contract with the Supplier, but shall not be binding on the Customer until accepted by the Supplier rolling forecast set forth in accordance with Clause 3.5clause 3,4. The Supplier may, at its sole discretion, accept amendments to a Purchase Order after acceptance. 3.5 The Supplier shall, at its discretion, shall accept the Purchase Order for the quantities set forth in Schedule 3 using an Order Confirmation and such Order Confirmation shall be treated as acceptance of the Customer's Purchase ’s Order. The Supplier shall, at its discretion, accept the Order for quantities in excess of the quantities set forth in Schedule 3 using an Order Confirmation and such Order Confirmation shall be treated as acceptance of the Customer’s Order. ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. 3.6 3.2 The Supplier Customer shall arrange delivery of the Products in accordance with the Customer's instructions on the Purchase Order and the provisions of this Agreementagreement. 3.4 The first 100 Units manufactured by the Supplier shall be delivered as per the schedule set forth in the February 1, provided that2011 purchase order (PO Number 3959), unless otherwise agreed between attached hereto as Exhibit 1. The next 400 Units manufactured by the partiesSupplier shall be shipped from the Supplier to the Customer at a rate of ten (10) Units per week. In the event the Customer wishes to increase the rate of deliver of the Units manufactured by the Supplier or wishes to have the Supplier manufacture more than the 400 units, the Customer shall deliver to the Supplier a proposed shipping schedule and a rolling 6 months forecast of anticipated Product need. The Supplier shall not be liable contractually bound to increase the rate of delivery of the Product or to manufacture additional Units (over the 400 Units set forth in Schedule 3 of this Agreement), but once the Supplier accepts the purchase order or increase in delivery product, shall be bound by the terms. 3.5 With regard to the Products manufactured by the Supplier and supplied to the Customer pursuant to this Agreement, the Supplier warrants that all such Products will conform in all material respects to the Specification of the Products (as set out in Schedule 1) and will be free of defects in: (i) workmanship and/or in design for Units manufactured by the Supplier and (ii) in design for Units manufactured by the Customer, for a period of 12 months from date of use provided always that this period shall not be greater than 18 months from the date of delivery. All other warranties or conditions (whether express or implied) as to quality, condition, description, compliance with sample or fitness for purpose (whether statutory or otherwise) other than those expressly set out in this agreement are excluded from this agreement to the fullest extent permitted by law. 3.6 If any third Party alleges that the manufacture, sale or use of the Products or any individual component of the Products infringes upon a patent, copyright or other Intellectual Property right belonging to that third Party, then each Party owning or claiming ownership to the Intellectual Property rights of the alleged infringing Products shall defend, indemnify and hold harmless the other Party and its Affiliates from such claims and any resulting damages and expenses (including reasonable attorneys’, other professionals’ and court fees), This provision will not apply to any Products or components thereof which the other Party alters, modifies or changes in any way without the consent of the other Party or which is sold or used for any purpose other than their originally intended purpose. 3.7 Initially, Supplier will provide Xxxxx with 5% additional Units (“Warrantee Units”) at no cost to the Customer (i.e. for each 20 orders Supplier will manufacture 1 additional unit to be held by Xxxxx for warranty use) capped at 20 Units for Xxxxx to hold at their manufacturing plant to be used to replace faulty Products. In the event the Initial Warrantee rate of 5% increases, Supplier agrees to proportionately increase its Warrantee Units. Likewise, in the event the initial warrantee rate of 5% decreases, Supplier may proportionately decrease its Warrantee Units. At the time the Customer commences manufacturing of the Product and the Supplier no longer is manufacturing the Product for sale to the Customer, the Supplier shall, at its option, either manufacture the Product needed to supply the Customer with ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. warrantee Units or pay to the Customer the manufacturing costs of replacement Units during the warrantee period for those Units manufactured by Supplier. In the event the Supplier continues to manufacture Units for the Customer, beyond the 500 Units identified in Schedule 3, the warrantee Units will be maintained for the warrantee period for those Units. At the time the Supplier no longer is manufacturing Units for the Customer and the warrantee period lapses, the Customer shall purchase from the supplier all Expenses Warrantee Units remaining in the warrantee inventory at the price of[***]. In the event of a drive line system failure, the Customer shall have the right to use quarantined Warrantee Units to effect an immediate or timely repair, In such an event, Customer shall simultaneously notify Supplier of such event and the Parties agree to adhere to the warrantee process as set forth in Schedule 5 of this agreement. All Warrantee Units will be quarantined within the Customer’s central stores or its authorized service depots and shall be used exclusively for this purpose. At the expiry of the warranty period or termination of this Agreement all Warrantee Units are to be purchased by Customer. 3.8 The Parties shall use their respective reasonable endeavours to ensure that all complaints and claims under warranty shall be settled within ninety (90) days from the initial notification. Upon failure of a Unit, the Customer shall make a good faith determination as to the cause of the failure and shall communicate such cause determination to the Supplier. If the failure is due to misuse or abuse, the Supplier shall have no liability for replacement or any cost associated with the repair or replacement of the Unit. If the Customer requests that the Supplier repair the misused Unit, all costs associated with the repair shall be borne by the Customer and a Return Merchandise Authorization (“RMA”) must be obtained from the Supplier. Upon initial notification of defective Product, Supplier shall issue to the Customer a RMA number to be used as the reference number for the returned component(s). The defective component(s), accompanied by a defect report and assigned RMA number, must then be shipped as directed by Supplier, at Supplier’s cost. The Supplier reserves the right to inspect the defective component(s) on their return in order to determine the origin of the fault, and if the defect is found not to be covered by this warranty, Customer shall reimburse the Supplier for the cost of shipment and any costs associated with repair (Customer must authorize). If the defect is found to be covered by this warranty, Supplier shall reimburse the Customer for the cost of the in-field diagnosis, shipping costs, and repair costs, which shall not exceed [***] which is inclusive of all labour, travel and subsistence costs incurred by the Customer. A copy of a flow chart relating to the warranty returns procedure is set out in Schedule 5. ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. 4. Supplier in complying with such instructionswill train xxxxx service team and make available supplier staff to discuss service/warranty issues the cost of training to be reimbursed to supplier. Alt warranty issues are to be communicated to supplier as soon as is practicable to determine if the problem/fault is due to a warranty issue or one which can be resolved as a routine service issue or by way of minor repair without the need to use the replacement units.

Order Process. 3.1 The When the Customer wishes to place any additional order for Products beyond those ordered in Schedule 3, it shall notify either send an Order Form to the Supplier in writing or submit orally an order, provided that an order made orally must be confirmed by an Order Form (bearing the additional words “confirmation of its forecast orders for each 90 day period, the first of which notification will be made no later than the Commencement Date and thereafter, at least 10 days before the start of the relevant 90 day period. 3.2 The Customer warrants that all such forecast orders are complete and accurate and acknowledges that the Supplier places orders on the basis of the volumes specified in such forecast orders and agrees that such forecast orders are binding on the Customer as soon as they are notified to the Supplier, unless otherwise agreed in writing with the Supplier. The Customer acknowledges and agrees that it shall be liable for any and all losses sustained oral order”) received by the Supplier due to within 5 Business Days from the failure, in whole or in part, of any inaccurate forecasts, including date on which the value of Customer gave the finished and semi-finished Products as well as the cost of labour and raw materials used or prepared oral order. Payment terms for the Products manufactured or initial 100 Units, as set forth in Schedule A, item 1 shall be pre-paid prior to shipment. Payment terms for the second group of 400 Units, as set forth in Schedule 3, item 2 shall be manufactured by the Supplier and not purchased by the Customer. 3.3 The Customer paid as specified in Schedule 3, All orders shall place Purchase Orders (based on the relevant forecast order) by sending a Purchase Order to the Supplier. Any terms and conditions contained on or provided be consistent with the Customer's Purchase Order or any other documentation provided by the Customer are hereby expressly excluded and shall not form part of the contract between the parties. 3.4 A Purchase Order shall be treated as an offer by the Customer to contract with the Supplier, but shall not be binding on the Customer until accepted by the Supplier rolling forecast set forth in accordance with Clause 3.5clause 3,4. The Supplier may, at its sole discretion, accept amendments to a Purchase Order after acceptance. 3.5 The Supplier shall, at its discretion, shall accept the Purchase Order for the quantities set forth in Schedule 3 using an Order Confirmation and such Order Confirmation shall be treated as acceptance of the Customer's Purchase ’s Order. The Supplier shall, at its discretion, accept the Order for quantities in excess of the quantities set forth in Schedule 3 using an Order Confirmation and such Order Confirmation shall be treated as acceptance of the Customer’s Order. ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. 3.6 3.2 The Supplier Customer shall arrange delivery of the Products in accordance with the Customer's instructions on the Purchase Order and the provisions of this Agreementagreement. 3.4 The first 100 Units manufactured by the Supplier shall be delivered as per the schedule set forth in the February 1, provided that2011 purchase order (PO Number 3959), unless otherwise agreed between attached hereto as Exhibit 1. The next 400 Units manufactured by the partiesSupplier shall be shipped from the Supplier to the Customer at a rate of ten (10) Units per week. In the event the Customer wishes to increase the rate of deliver of the Units manufactured by the Supplier or wishes to have the Supplier manufacture more than the 400 units, the Customer shall deliver to the Supplier a proposed shipping schedule and a rolling 6 months forecast of anticipated Product need. The Supplier shall not be liable contractually bound to increase the rate of delivery of the Product or to manufacture additional Units (over the 400 Units set forth in Schedule 3 of this Agreement), but once the Supplier accepts the purchase order or increase in delivery product, shall be bound by the terms. 3.5 With regard to the Products manufactured by the Supplier and supplied to the Customer pursuant to this Agreement, the Supplier warrants that all such Products will conform in all material respects to the Specification of the Products (as set out in Schedule 1) and will be free of defects in: (i) workmanship and/or in design for Units manufactured by the Supplier and (ii) in design for Units manufactured by the Customer, for a period of 12 months from date of use provided always that this period shall not be greater than 18 months from the date of delivery. All other warranties or conditions (whether express or implied) as to quality, condition, description, compliance with sample or fitness for purpose (whether statutory or otherwise) other than those expressly set out in this agreement are excluded from this agreement to the fullest extent permitted by law. 3.6 If any third Party alleges that the manufacture, sale or use of the Products or any individual component of the Products infringes upon a patent, copyright or other Intellectual Property right belonging to that third Party, then each Party owning or claiming ownership to the Intellectual Property rights of the alleged infringing Products shall defend, indemnify and hold harmless the other Party and its Affiliates from such claims and any resulting damages and expenses (including reasonable attorneys’, other professionals’ and court fees), This provision will not apply to any Products or components thereof which the other Party alters, modifies or changes in any way without the consent of the other Party or which is sold or used for any purpose other than their originally intended purpose. 3.7 Initially, Supplier will provide Xxxxx with 5% additional Units (“Warrantee Units”) at no cost to the Customer (i.e. for each 20 orders Supplier will manufacture 1 additional unit to be held by Xxxxx for warranty use) capped at 20 Units for Xxxxx to hold at their manufacturing plant to be used to replace faulty Products. In the event the Initial Warrantee rate of 5% increases, Supplier agrees to proportionately increase its Warrantee Units. Likewise, in the event the initial warrantee rate of 5% decreases, Supplier may proportionately decrease its Warrantee Units. At the time the Customer commences manufacturing of the Product and the Supplier no longer is manufacturing the Product for sale to the Customer, the Supplier shall, at its option, either manufacture the Product needed to supply the Customer with ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. warrantee Units or pay to the Customer the manufacturing costs of replacement Units during the warrantee period for those Units manufactured by Supplier. In the event the Supplier continues to manufacture Units for the Customer, beyond the 500 Units identified in Schedule 3, the warrantee Units will be maintained for the warrantee period for those Units. At the time the Supplier no longer is manufacturing Units for the Customer and the warrantee period lapses, the Customer shall purchase from the supplier all Expenses Warrantee Units remaining in the warrantee inventory at the price of[***] In the event of a drive line system failure, the Customer shall have the right to use quarantined Warrantee Units to effect an immediate or timely repair, In such an event, Customer shall simultaneously notify Supplier of such event and the Parties agree to adhere to the warrantee process as set forth in Schedule 5 of this agreement. All Warrantee Units will be quarantined within the Customer’s central stores or its authorized service depots and shall be used exclusively for this purpose. At the expiry of the warranty period or termination of this Agreement all Warrantee Units are to be purchased by Customer. 3.8 The Parties shall use their respective reasonable endeavours to ensure that all complaints and claims under warranty shall be settled within ninety (90) days from the initial notification. Upon failure of a Unit, the Customer shall make a good faith determination as to the cause of the failure and shall communicate such cause determination to the Supplier. If the failure is due to misuse or abuse, the Supplier shall have no liability for replacement or any cost associated with the repair or replacement of the Unit. If the Customer requests that the Supplier repair the misused Unit, all costs associated with the repair shall be borne by the Customer and a Return Merchandise Authorization (“RMA”) must be obtained from the Supplier. Upon initial notification of defective Product, Supplier shall issue to the Customer a RMA number to be used as the reference number for the returned component(s). The defective component(s), accompanied by a defect report and assigned RMA number, must then be shipped as directed by Supplier, at Supplier’s cost. The Supplier reserves the right to inspect the defective component(s) on their return in order to determine the origin of the fault, and if the defect is found not to be covered by this warranty, Customer shall reimburse the Supplier for the cost of shipment and any costs associated with repair (Customer must authorize). If the defect is found to be covered by this warranty, Supplier shall reimburse the Customer for the cost of the in-field diagnosis, shipping costs, and repair costs, which shall not exceed [***] which is inclusive of all labour, travel and subsistence costs incurred by the Customer. A copy of a flow chart relating to the warranty returns procedure is set out in Schedule 5. ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. 4. Supplier in complying with such instructionswill train xxxxx service team and make available supplier staff to discuss service/warranty issues the cost of training to be reimbursed to supplier. Alt warranty issues are to be communicated to supplier as soon as is practicable to determine if the problem/fault is due to a warranty issue or one which can be resolved as a routine service issue or by way of minor repair without the need to use the replacement units.