ORDERING AND DELIVERY. (a) Seller shall provide 3PARdata with Products, on consignment, located at Seller’s Sacramento, California facility as follows: (i) Seller will hold an incremental buffer stock of components and other materials [***]. (ii) Seller commits to [***] build forecasted products and any additional FGI/Products from the component and material buffer stock referred to in Section 8(a)(i) above. (iii) Buffer Stock: [***], Seller shall treat all 3PARdata forecasts as being uncommitted and non binding and will not hold 3PARdata liable or responsible for any unordered Products held on consignment (i.e. unconsumed inventory) [***]. The process of managing the level, consumption and liability of such buffer stocks shall be reviewed and mutually revised and agreed to [***]. (b) 3PARdata shall provide Seller with a [***] forecast [***]. (c) 3PARdata shall provide Seller with monthly purchase orders [***]. At the beginning of each quarter, 3PARdata shall provide Seller with a Quarterly forecast by email. [***]. *** 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. [***]. (d) 3PARdata shall use its standard purchase order form and shall specify the Product in question, quantity of Product desired, the locations to which the Product is to be delivered, and the date or dates desired for delivery of the ordered Product to such locations. (e) Provided the Products so ordered are within 3PARdata’s committed forecast and within the amounts and lead-times provided for in Section (a), Seller shall deliver such Products [***] after 3PARdata’s order if sent by email (“Agreed Delivery Date”). If 3PARdata requires Products for Customer specific orders, 3PARdata shall provide Seller with a “Release Order” by fax or email indicating all required material, ship to information, ship method, etc. If the Products ordered fall outside the parameters of the first sentence of this Section, then Seller shall propose alternative delivery date(s). If accepted by 3PARdata, the alternative delivery date(s) shall become Agreed Delivery Date(s). Seller shall notify 3PARdata within twenty-four (24) hours if it cannot meet any Agreed Delivery Date. (f) 3PAR may make changes to the method of shipment and/or plan of delivery by giving forty-eight (48) hours prior notice. 3PAR may make changes to the packaging upon four to six (4–6) weeks notice. Such changes may result in an adjustment to the price and/or delivery schedule. Supplier will provide 3PAR, in writing, any such adjustments within fifteen (15) days of receiving the change request from 3PAR. (g) Seller agrees to populate empty drive magazines with disk drives. 3PARdata shall provide empty disk drive magazines and packaging to Seller, whereupon Seller shall deliver the populated drive magazines [***]. 3PARdata shall provide Seller with a monthly PO. Pricing shall be as set forth in Exhibit B (a) (ii) (2).
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ORDERING AND DELIVERY. (a) Seller shall provide 3PARdata with Products, on consignment, located at Seller’s Sacramento, California facility as follows:
(i) Seller will hold an incremental buffer stock of components and other materials [***].
(ii) Seller commits to [***] build forecasted products and any additional FGI/4.1 All orders for the VOLCANO Products from the component and material buffer stock referred to in Section 8(a)(i) above.
(iii) Buffer Stock: [***], Seller shall treat all 3PARdata forecasts as being uncommitted and non binding and will not hold 3PARdata liable or responsible for any unordered Products held on consignment (i.e. unconsumed inventory) [***]. The process of managing the level, consumption and liability of such buffer stocks submitted by Distributor shall be reviewed and mutually revised and agreed initiated by written purchase order sent to [***].
VOLCANO; provided, however, that an order may initially be placed orally or by facsimile if a confirmational written purchase order is received by VOLCANO within seven (7) days after said oral or facsimile order. Distributor shall submit orders to VOLCANO at least ninety (90) days prior to the first day of the requested month of delivery. Each of Distributor’s orders shall specify: (a)the quantity of each VOLCANO Product ordered; (b) 3PARdata shall provide Seller with a [***] forecast [***].
the applicable purchase prices; (c) 3PARdata shipping instructions (e.g., requested carrier, shipping date, shipping destination and insurance); and, (d) if requested by VOLCANO, a letter of credit. Each of Distributor’s orders shall provide Seller with monthly purchase orders [***]be subject to VOLCANO’s acceptance not to be unreasonably withheld. At Upon receipt of any order from Distributor, VOLCANO shall promptly notify Distributor of its acceptance or rejection of the beginning of each quarterorder and, 3PARdata if rejected, the reasons for the rejection. VOLCANO shall provide Seller with a Quarterly forecast by email. [***]. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested have no liability to Distributor with respect to orders that are not accepted. Any order submitted by Distributor and accepted by VOLCANO shall be binding upon the omitted portions. [***]parties and may not be modified, rescinded or cancelled by either party without the agreement of the other party.
(d) 3PARdata shall use its standard purchase order form and shall specify the Product in question, quantity of Product desired, the locations to which the Product is to be delivered, and the date or dates desired for delivery of the ordered Product to such locations.
(e) Provided the Products so ordered are within 3PARdata’s committed forecast and within the amounts and lead-times provided for in Section (a), Seller shall deliver such Products [***] after 3PARdata’s order if sent by email (“Agreed Delivery Date”). If 3PARdata requires Products for Customer specific orders, 3PARdata shall provide Seller with a “Release Order” by fax or email indicating all required material, ship to information, ship method, etc. If the Products ordered fall outside the parameters of 4.2 Within the first sentence of this Section, then Seller shall propose alternative delivery date(s). If accepted by 3PARdata, the alternative delivery date(s) shall become Agreed Delivery Date(s). Seller shall notify 3PARdata within twenty-four ten (24) hours if it cannot meet any Agreed Delivery Date.
(f) 3PAR may make changes to the method of shipment and/or plan of delivery by giving forty-eight (48) hours prior notice. 3PAR may make changes to the packaging upon four to six (4–6) weeks notice. Such changes may result in an adjustment to the price and/or delivery schedule. Supplier will provide 3PAR, in writing, any such adjustments within fifteen (1510) days of receiving every quarter, Distributor shall provide VOLCANO with a twelve (12) month non-binding rolling forecast of its orders for the change request from 3PARVOLCANO Products to be shipped by VOLCANO in each of the months covered by the forecast, on a template formatted and provided by VOLCANO.
(g) Seller agrees 4.3 VOLCANO shall use commercially reasonable efforts to populate empty drive magazines with disk drives. 3PARdata shall provide empty disk drive magazines and packaging to Seller, whereupon Seller shall deliver the populated drive magazines [***]VOLCANO Products in accordance with the applicable Orders. 3PARdata Distributor shall provide Seller pay directly, or reimburse VOLCANO for, all shipping charges, premiums for insurance, inspection fees, customs, duties, export and import fees, assessments and other costs incurred to comply with a monthly PO. Pricing Distributor’s shipping instructions and otherwise transport the VOLCANO Products as specified in the applicable Order.
4.4 The VOLCANO Products delivered pursuant to the terms of this Agreement shall be as suitably packed for air freight shipment in VOLCANO’s standard shipping cartons, marked for shipment at Distributor’s address set forth above or any other address in Exhibit B (a) (ii) (2)the Territory as Distributor indicates and delivered to Distributor or its carrier agent F.O.B. VOLCANO’s manufacturing plant, at which time title to such VOLCANO Product and risk of loss shall pass to Distributor. Distributor shall select the carrier.
4.5 VOLCANO shall be responsible for all packaging and labeling of the VOLCANO Products purchased under this Agreement. Distributor shall not modify, alter or add to, or authorize any third party to modify, alter or add to, any labeling of any VOLCANO Product without the prior written consent ofVOLCANO.
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ORDERING AND DELIVERY. 3.1 All orders for the Products submitted by Distributor shall be initiated by written purchase order sent to Supplier; provided, however, that an order may initially be placed orally or by facsimile if a confirmational written purchase order is received by Supplier and VOLCANO within seven (7) days after said oral or facsimile order. Distributor shall submit orders to Supplier and VOLCANO at least ninety (90) days prior to the first day of the requested month of delivery. Each of Distributor’s orders shall specify: (a) Seller shall provide 3PARdata with Products, on consignment, located at Seller’s Sacramento, California facility as follows:
(i) Seller will hold an incremental buffer stock the quantity of components and other materials [***].
(ii) Seller commits to [***] build forecasted products and any additional FGI/Products from the component and material buffer stock referred to in Section 8(a)(i) above.
(iii) Buffer Stock: [***], Seller shall treat all 3PARdata forecasts as being uncommitted and non binding and will not hold 3PARdata liable or responsible for any unordered Products held on consignment (i.e. unconsumed inventory) [***]. The process of managing the level, consumption and liability of such buffer stocks shall be reviewed and mutually revised and agreed to [***].
each Product ordered; (b) 3PARdata shall provide Seller with a [***] forecast [***].
the applicable purchase prices; and, (c) 3PARdata shipping instructions (e.g., requested carrier, shipping date, shipping destination and insurance). Each of Distributor’s orders shall provide Seller with monthly purchase orders [***]be subject to acceptance by Supplier, not to be unreasonably withheld. At the beginning time Distributor provides a written purchase order to Supplier, Distributor shall also send a copy of each quartersuch purchase order to VOLCANO. Upon receipt of any order from Distributor, 3PARdata Supplier shall provide Seller with a Quarterly forecast by emailpromptly notify Distributor and VOLCANO of its acceptance or rejection of the order and, if rejected, the reasons for the rejection. [***]. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested Supplier shall have no liability to Distributor with respect to orders that are not accepted. Any order submitted by Distributor and accepted by Supplier shall be binding upon the omitted portions. [***]parties and may not be modified, rescinded or cancelled by any party without the agreement by both Supplier and Distributor.
3.2 By the first day of every quarter, Distributor shall provide Supplier and VOLCANO with a four quarter rolling forecast (d“Forecast”) 3PARdata showing prospective orders by product model and intended purchase order submittal date. The quantities forecasted for the first quarter of each Forecast shall be binding on Distributor and deemed supported by a non-cancelable order.
3.3 Supplier shall use its commercially reasonable efforts to deliver the Products in accordance with the applicable Orders. Upon shipment of an Order by Supplier to Distributor, Supplier shall promptly notify Distributor that the Order has been shipped. Distributor shall pay to Supplier the purchase price, all shipping charges, premiums for insurance, inspection fees, duties, assessments and other costs incurred to comply with Distributor’s shipping instructions and otherwise transport the Products as specified in the applicable Order. Distributor shall pay to Supplier all import, taxes, shipping and other specific costs, if any, associated with importing and delivering the Products from VOLCANO in the United States to the Distributor. Supplier shall provide a detailed breakdown of each charge for each shipment of Products to Distributor.
3.4 The Products delivered pursuant to the terms of this Agreement shall be suitably packed for shipment in Supplier’s standard purchase order form shipping cartons, marked for shipment to Distributor’s address set forth above or any other address in Japan as Distributor indicates. Title and risks of loss or damage to the Products shall specify pass from Supplier to Distributor upon delivery to the Product in question, quantity of Product desired, the locations to which the Product is to carrier selected by Distributor.
3.5 Supplier shall be delivered, responsible for all packaging and the date or dates desired for delivery labeling of the ordered Product Products purchased under this Agreement. Distributor shall not modify, alter or add to, or authorize any third party to such locations.
(e) Provided the Products so ordered are within 3PARdata’s committed forecast and within the amounts and lead-times provided for in Section (a)modify, Seller shall deliver such Products [***] after 3PARdata’s order if sent by email (“Agreed Delivery Date”). If 3PARdata requires Products for Customer specific orders, 3PARdata shall provide Seller with a “Release Order” by fax alter or email indicating all required material, ship to information, ship method, etc. If the Products ordered fall outside the parameters of the first sentence of this Section, then Seller shall propose alternative delivery date(s). If accepted by 3PARdata, the alternative delivery date(s) shall become Agreed Delivery Date(s). Seller shall notify 3PARdata within twenty-four (24) hours if it cannot meet any Agreed Delivery Date.
(f) 3PAR may make changes to the method of shipment and/or plan of delivery by giving forty-eight (48) hours prior notice. 3PAR may make changes to the packaging upon four to six (4–6) weeks notice. Such changes may result in an adjustment to the price and/or delivery schedule. Supplier will provide 3PAR, in writingadd to, any such adjustments within fifteen (15) days labeling of receiving any Product without the change request from 3PARprior written consent of Supplier.
(g) Seller agrees to populate empty drive magazines with disk drives. 3PARdata shall provide empty disk drive magazines and packaging to Seller, whereupon Seller shall deliver the populated drive magazines [***]. 3PARdata shall provide Seller with a monthly PO. Pricing shall be as set forth in Exhibit B (a) (ii) (2).
Appears in 1 contract
Samples: Non Exclusive Sub Distribution Agreement (Volcano CORP)
ORDERING AND DELIVERY. (a) Seller shall provide 3PARdata with Products, on consignment, located at Seller’s Sacramento, California facility as follows:
(i) Seller will hold an incremental buffer stock of components and other materials [***].
(ii) Seller commits to [***] build forecasted products and any additional FGI/Products from the component and material buffer stock referred to in Section 8(a)(i) above.
(iii) Buffer Stock: [***], Seller shall treat all 3PARdata forecasts as being uncommitted and non binding and will not hold 3PARdata liable or responsible for any unordered Products held on consignment (i.e. unconsumed inventory) [***]. The process of managing the level, consumption and liability of such buffer stocks shall be reviewed and mutually revised and agreed to [***].
(b) 3PARdata shall provide Seller with a [***] forecast [***].
(c) 3PARdata shall provide Seller with monthly purchase orders [***]. At the beginning of each quarter, 3PARdata shall provide Seller with a Quarterly forecast by email. [***]. *** 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. CONFIDENTIAL TREATMENT [***].
(d) 3PARdata shall use its standard purchase order form and shall specify the Product in question, quantity of Product desired, the locations to which the Product is to be delivered, and the date or dates desired for delivery of the ordered Product to such locations.
(e) Provided the Products so ordered are within 3PARdata’s committed forecast and within the amounts and lead-times provided for in Section (a), Seller shall deliver such Products [***] after 3PARdata’s order if sent by email (“Agreed Delivery Date”). If 3PARdata requires Products for Customer specific orders, 3PARdata shall provide Seller with a “Release Order” by fax or email indicating all required material, ship to information, ship method, etc. If the Products ordered fall outside the parameters of the first sentence of this Section, then Seller shall propose alternative delivery date(s). If accepted by 3PARdata, the alternative delivery date(s) shall become Agreed Delivery Date(s). Seller shall notify 3PARdata within twenty-four (24) hours if it cannot meet any Agreed Delivery Date.
(f) 3PAR may make changes to the method of shipment and/or plan of delivery by giving forty-eight (48) hours prior notice. 3PAR may make changes to the packaging upon four to six (4–6) weeks notice. Such changes may result in an adjustment to the price and/or delivery schedule. Supplier will provide 3PAR, in writing, any such adjustments within fifteen (15) days of receiving the change request from 3PAR.
(g) Seller agrees to populate empty drive magazines with disk drives. 3PARdata shall provide empty disk drive magazines and packaging to Seller, whereupon Seller shall deliver the populated drive magazines [***]. 3PARdata shall provide Seller with a monthly PO. Pricing shall be as set forth in Exhibit B (a) (ii) (2).
Appears in 1 contract
Samples: Production Purchase Agreement
ORDERING AND DELIVERY. (a) Seller shall provide 3PARdata with Products, on consignment, located at Seller’s Sacramento, California facility as follows:
(i) Seller will hold an incremental buffer stock of components and other materials [***].
(ii) Seller commits to [***] build forecasted products and any additional FGI/Products from the component and material buffer stock referred to in Section 8(a)(i) above.
(iii) Buffer Stock: [***], Seller shall treat all 3PARdata forecasts as being uncommitted and non binding and will not hold 3PARdata liable or responsible for any unordered Products held on consignment (i.e. unconsumed inventory) [***]. The process of managing the level, consumption and liability of such buffer stocks shall be reviewed and mutually revised and agreed to [***].
(b) 3PARdata shall provide Seller with a [***] three (3) month rolling committed forecast [***]and an additional three (3) month uncommitted forecast.
(c) 3PARdata shall provide Seller with monthly purchase orders [***]for the following three (3) months. At the beginning of each quarter, 3PARdata shall provide Seller with a Quarterly forecast by email. [***]At the end of each calendar month 3PARdata shall issue a PO to cover the following 3rd month. 3PARdata shall have complete ordering flexibility beyond such three (3) months. *** 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. [***].
(d) 3PARdata shall use its standard purchase order form and shall specify the Product in question, quantity of Product desired, the locations to which the Product is to be delivered, and the date or dates desired for delivery of the ordered Product to such locations.
(e) Provided the Products so ordered are within 3PARdata’s committed forecast and within the amounts and lead-times provided for in Section (a), Seller shall deliver such Products [***] after 3PARdata’s order if sent by email (“Agreed Delivery Date”). If 3PARdata requires Products for Customer specific orders, 3PARdata shall provide Seller with a “Release Order” by fax or email indicating all required material, ship to information, ship method, etc. If the Products ordered fall outside the parameters of the first sentence of this Section, then Seller shall propose alternative delivery date(s). If accepted by 3PARdata, the alternative delivery date(s) shall become Agreed Delivery Date(s). Seller shall notify 3PARdata within twenty-four (24) hours if it cannot meet any Agreed Delivery Date.
(f) 3PAR may make changes to the method of shipment and/or plan of delivery by giving forty-eight (48) hours prior notice. 3PAR may make changes to the packaging upon four to six (4–6) weeks notice. Such changes may result in an adjustment to the price and/or delivery schedule. Supplier will provide 3PAR, in writing, any such adjustments within fifteen (15) days of receiving the change request from 3PAR.
(g) Seller agrees to populate empty drive magazines with disk drives. 3PARdata shall provide empty disk drive magazines and packaging to Seller, whereupon Seller shall deliver the populated drive magazines [***]. 3PARdata shall provide Seller with a monthly PO. Pricing shall be as set forth in Exhibit B (a) (ii) (2).
Appears in 1 contract
