Common use of ORDERING PROCEDURE Clause in Contracts

ORDERING PROCEDURE. 3.1 With regard to the Goods, Ericsson Companies and Authorized Companies may issue purchase orders in writing, by telefax or, if applicable, by means of EDI. 3.2 Seller shall within [*] from Seller’s receipt of the purchase order acknowledge receipt of the purchase order, and within [*] from the receipt notify the company having submitted the order if, in Seller’s opinion, the purchase order is not consistent with the provisions of this Agreement or the SPA. 3.3 Seller shall at all times use its reasonable efforts to verify whether a purchase order is suitable for its purpose or erroneous. In the event Seller has reason to believe that the purchase order is in any respect erroneous or for other reasons must be adjusted, Seller shall immediately notify the ordering party. Seller shall not start its planning, procurement, staffing and other manufacturing activities earlier than is reasonably required in order to meet the applicable delivery dates. 3.4 A Contract between Seller and Buyer shall be considered concluded when Seller has received a purchase order, provided that the purchase order is in accordance with the terms and conditions of this Agreement and the relevant SPA. The Contract is legally binding upon the parties thereto. 3.5 If the purchase order is not in accordance with the terms and conditions of this Agreement or the SPA, a Contract shall be considered concluded either when: (i) Seller has accepted the said purchase order, or (ii) Seller has received the purchase order and failed to give written notification pursuant to Subarticle 3.2 that the purchase order is not in accordance with this Agreement or the SPA. 3.6 If Seller has notified pursuant to Subarticle 3.2 that the purchase order is not in accordance with this Agreement or the SPA, no Contract is concluded. Instead, the parties shall discuss and agree if a new corrected purchase order shall be issued or if the incorrect purchase order can be accepted, however with certain modifications. In such case, such modifications shall be documented in writing and will form part of the purchase order. When such an agreement has been made, a Contract shall be considered concluded. 3.7 When a Contract has been concluded, this Agreement and the SPA shall then be deemed to be integrated parts of such Contract. 3.8 For the sake of clarification, the parties acknowledge that the parties to the Contract are: (a) the Ericsson Company or Authorized Company which has submitted the purchase order; and (b) the Seller Company which has received the purchase order. 3.9 Provided that Ericsson is not the party to the Contract, the parties also acknowledge that: (a) Buyer is an independent company who acts in its own name and for its own account, and has no authority to bind or impose any legal or other obligation or liability upon Ericsson; (b) Ericsson assumes no legal or other obligation with regard to the Contract; (c) Seller’s remedies in the event of any breach by Buyer or of any obligation owed to Seller in respect of a Contract, may be exercised solely against the relevant Buyer. Provided, however, that if Seller holds delivery of product or otherwise exercises any permissible remedy against a Buyer by reason of non-payment or late payment of amounts due, such action shall not constitute a breach of this Agreement as against Ericsson or any other Buyer. Seller shall as soon as practicable notify Ericsson of the action it intends to take and the reasons therefor; and (d) Buyer is not entitled to terminate or amend this Agreement or an SPA (unless Buyer has signed the relevant SPA), however it is entitled to terminate or amend a Contract in accordance with this Agreement. 3.10 A Contract shall consist of the following documents: (a) the purchase order, excluding any general purchasing conditions, if such have been enclosed with the purchase order; (b) this Agreement; and (c) the applicable SPA. In case of inconsistencies, the different agreement documents will prevail in accordance with the above order, unless an explicit reference has been made in the subordinated document to the effect that a certain provision shall prevail notwithstanding certain provisions in the superior document. 3.11 Seller undertakes to inform any potential Buyer of the existence of this Agreement.

ORDERING PROCEDURE. 3.1 With regard This article is hereby replaced in its entirety with the following: 2.1 Purchaser may purchase or license Equipment, Software, Systems, or Installation Services by sending a written order (“Purchase Order”) to the Goods, Ericsson Companies ALCATEL. The Purchase Order will constitute a firm offer and Authorized Companies may issue purchase orders in writingwill identify, by telefax orquantity, if applicablepart number and description, by means of EDI. 3.2 Seller shall within [*] from Seller’s receipt the Equipment, Software, System, or Installation Services that Purchaser desires to purchase or license, the price (“Contract Price” as defined in Article 3) of the purchase order acknowledge receipt of the purchase orderordered items, and within [*] from the receipt notify the company having submitted the order ifrequested delivery dates and installation dates, in Seller’s opinion, the purchase order is not consistent with the provisions of this Agreement or the SPA. 3.3 Seller shall at all times use its reasonable efforts to verify whether a purchase order is suitable for its purpose or erroneousas applicable. In the event Seller has reason to believe that the purchase order is in any respect erroneous or for other reasons must be adjusted, Seller shall immediately notify the ordering party. Seller shall not start its planning, procurement, staffing and other manufacturing activities earlier than is reasonably required in order to meet the applicable delivery dates. 3.4 A Contract between Seller and Buyer shall be considered concluded when Seller has received a purchase order, provided that the purchase order is in accordance with the The terms and conditions of this Agreement shall control over any conflicting terms and conditions stated on any Purchase Order. All Purchase Orders are subject to review and acceptance by ALCATEL. 2.2 Upon acceptance of a Purchase Order, ALCATEL shall furnish the requested Products to Purchaser for delivery on a mutually agreed upon date. 2.3 Purchaser may, subject to mutual written agreement on the impact on the Contract Price and time of performance, make modifications to a Purchase Order any time prior to the scheduled shipment date. 2.4 ALCATEL will provide Purchaser with a reasonable opportunity, upon at least three (3) days prior written request by Purchaser, to inspect all Equipment purchased and the relevant SPAoperation of any Software licensed pursuant to this Agreement for conformance with ALCATEL’s specifications therefor provided such inspection occurs not less than five (5) working days prior to shipment. The Contract Neither such opportunity to inspect, nor any inspection made by Purchaser prior to shipment, nor any statement or indication by Purchaser prior to Purchaser’s receipt of such Equipment or Software shall in any way be deemed to constitute acceptance of such Equipment or Software by Purchaser. Unless otherwise mutually agreed, in writing, payment for Equipment or Software before inspection shall not constitute acceptance thereof and is legally binding upon without prejudice to claims Purchaser may have against ALCATEL with respect thereto. Equipment and Software shipped to Purchaser may be inspected by Purchaser for conformance to ALCATEL’s specifications therefor within fifteen (15) days after the parties thereto. 3.5 If date of shipment and shall be deemed accepted on the purchase order is not fifteenth (15) day unless Purchaser advises ALCATEL, in writing, of the reason for rejection within twenty (20) days after the date of shipment. Any Product rejected by Purchaser shall be repaired or replaced in accordance with the terms and conditions of this Agreement or the SPA, a Contract shall be considered concluded either when: (i) Seller has accepted the said purchase order, or (ii) Seller has received the purchase order and failed to give written notification pursuant to Subarticle 3.2 that the purchase order is not in accordance with this Agreement or the SPA. 3.6 If Seller has notified pursuant to Subarticle 3.2 that the purchase order is not in accordance with this Agreement or the SPA, no Contract is concluded. Instead, the parties shall discuss and agree if a new corrected purchase order shall be issued or if the incorrect purchase order can be accepted, however with certain modifications. In such case, such modifications shall be documented in writing and will form part of the purchase order. When such an agreement has been made, a Contract shall be considered concluded. 3.7 When a Contract has been concluded, this Agreement and the SPA shall then be deemed to be integrated parts of such Contract. 3.8 For the sake of clarification, the parties acknowledge that the parties to the Contract are: (a) the Ericsson Company or Authorized Company which has submitted the purchase order; and (b) the Seller Company which has received the purchase order. 3.9 Provided that Ericsson is not the party to the Contract, the parties also acknowledge that: (a) Buyer is an independent company who acts in its own name and for its own account, and has no authority to bind or impose any legal or other obligation or liability upon Ericsson; (b) Ericsson assumes no legal or other obligation with regard to the Contract; (c) Seller’s remedies in the event of any breach by Buyer or of any obligation owed to Seller in respect of a Contract, may be exercised solely against the relevant Buyer. Provided, however, that if Seller holds delivery of product or otherwise exercises any permissible remedy against a Buyer by reason of non-payment or late payment of amounts due, such action shall not constitute a breach of this Agreement as against Ericsson or any other Buyer. Seller shall as soon as practicable notify Ericsson of the action it intends to take and the reasons therefor; and (d) Buyer is not entitled to terminate or amend this Agreement or an SPA (unless Buyer has signed the relevant SPA), however it is entitled to terminate or amend a Contract in accordance with this Agreement. 3.10 A Contract shall consist of the following documents: (a) the purchase order, excluding any general purchasing conditions, if such have been enclosed with the purchase order; (b) this Agreement; and (c) the applicable SPA. In case of inconsistencies, the different agreement documents will prevail in accordance with the above order, unless an explicit reference has been made in the subordinated document to the effect that a certain provision shall prevail notwithstanding certain WARRANTY provisions in the superior document. 3.11 Seller undertakes to inform any potential Buyer of the existence of this Agreement.

ORDERING PROCEDURE. 3.1 With regard In the case of Goods, it is envisaged that most orders by prospective buyers will be made by telephone although these Conditions will be equally applicable to orders for Goods communicated by other means. The steps that will normally be taken are: 3.1.1 The prospective buyer will telephone The Company to discover whether The Company is able to source the Goods (an ‘Enquiry’). The Enquiry should include a specification of the Goods, Ericsson Companies and Authorized Companies may issue purchase orders in writingthe quantity required and, by telefax or, if where applicable, the part number(s) and any manufacturing date restriction (date code) that the Buyer may require. 3.1.2 The Company will endeavour to locate the Goods and will provide the Buyer with a quoted price (the ‘Quotation’). All Quotations are valid for 7 days or whilst the Goods are available whichever shall be the shorter. Quotations may be given by means telephone, fax, and ordinary post or by e-mail or telex. 3.1.3 If the Quotation is acceptable, the Buyer will proceed with a Purchase Order. The Company will not take any action to secure or obtain the Goods until a Purchase Order is received. 3.1.4 On receipt of EDIthe Purchase Order, The Company will confirm with it’s supplier(s) that the Goods are still available and, begin the process of securing and supplying the Goods. If The Company’s supplier(s) is/are unable to confirm availability, the Purchase Order may be rejected. 3.2 Seller shall within [*] from Seller’s receipt The description and quantity of the purchase order acknowledge receipt of Goods shall be stated in the purchase orderPurchase Order. Any variance whatsoever, and within [*] from the receipt notify the company having submitted the order ifwhether by The Company or The Buyer, is only acceptable in Seller’s opinion, the purchase order is not consistent with the provisions of this Agreement or the SPAwriting. 3.3 Seller The Company may cancel any contract at any time before the Goods are delivered or the Performance Date of the Services by giving written or verbal notice. On giving such notice then The Company shall at all times use its reasonable efforts promptly repay to verify whether a purchase order is suitable the Buyer any sums paid in respect of the Price. The Company shall not be liable for its purpose any loss or erroneousdamage whatever arising from such cancellation. 3.4 All Purchase Orders are only accepted on the condition that they are non cancellable and the Goods non returnable unless otherwise agreed in writing by the Company. In the event Seller has reason to believe that the purchase order is Company, in exceptional circumstances, does agree, in writing, to a Purchase Order being cancelled and to any respect erroneous Goods previously delivered to the Buyer being returnable then the Buyer shall fully indemnify the Company for all or for other reasons must be adjustedany costs that The Company may incur or suffer as a consequence of the cancellation including, Seller shall immediately notify but not limited to, the ordering party. Seller shall not start its planning, procurement, staffing and other manufacturing activities earlier than is reasonably required in order to meet full price of the applicable delivery datesGoods or Services. 3.4 A Contract between Seller 3.5 Where the Buyer wishes to cancel an order and return Goods after Delivery, the Buyer shall obtain prior authorisation in writing from The Company in the form of a ‘Return Number’ before returning the Goods. The Buyer shall be considered concluded when Seller has received a purchase order, provided that the purchase order is in accordance responsible for all costs associated with the terms return of the Goods, which must be received by The Company within 7 days of the issue of The Company’s ‘Return Number’ and conditions of this Agreement and the relevant SPA. The Contract is legally binding upon the parties thereto. 3.5 If the purchase order is not in accordance with the terms and conditions of this Agreement or the SPA, a Contract shall be considered concluded either when: (i) Seller has accepted the said purchase order, or (ii) Seller has received the purchase order and failed to give written notification pursuant to Subarticle 3.2 that the purchase order is not in accordance with this Agreement or the SPAoriginal packing note issued by The Company. 3.6 If Seller has notified pursuant to Subarticle 3.2 that the purchase order is not in accordance with this Agreement or the SPA, no Contract is concluded. Instead, the parties shall discuss and agree if a new corrected purchase order shall be issued or if the incorrect purchase order can be accepted, however with certain modifications. In such case, such modifications shall be documented in writing and will form part of the purchase order. When such an agreement has been made, a Contract shall be considered concluded. 3.7 When a Contract has been concluded, this Agreement and the SPA shall then be deemed to be integrated parts of such Contract. 3.8 For the sake of clarification, the parties acknowledge that the parties to the Contract are: (a) the Ericsson Company or Authorized Company which has submitted the purchase order; and (b) the Seller Company which has received the purchase order. 3.9 Provided that Ericsson is not the party to the Contract, the parties also acknowledge that: (a) Buyer is an independent company who acts in its own name and for its own account, and has no authority to bind or impose any legal or other obligation or liability upon Ericsson; (b) Ericsson assumes no legal or other obligation with regard to the Contract; (c) Seller’s remedies in the event of any breach by Buyer or of any obligation owed to Seller in respect of a Contract, may be exercised solely against the relevant Buyer. Provided, however, that if Seller holds delivery of product or otherwise exercises any permissible remedy against a Buyer by reason of non-payment or late payment of amounts due, such action shall not constitute a breach of this Agreement as against Ericsson or any other Buyer. Seller shall as soon as practicable notify Ericsson of the action it intends to take and the reasons therefor; and (d) Buyer is not entitled to terminate or amend this Agreement or an SPA (unless Buyer has signed the relevant SPA), however it is entitled to terminate or amend a Contract in accordance with this Agreement. 3.10 A Contract shall consist of the following documents: (a) the purchase order, excluding any general purchasing conditions, if such have been enclosed with the purchase order; (b) this Agreement; and (c) the applicable SPA. In case of inconsistencies, the different agreement documents will prevail in accordance with the above order, unless an explicit reference has been made in the subordinated document to the effect that a certain provision shall prevail notwithstanding certain provisions in the superior document. 3.11 Seller undertakes to inform any potential Buyer of the existence of this Agreement.

ORDERING PROCEDURE. 3.1 With regard to the Goods, Ericsson Companies and Authorized Companies may issue purchase orders 2.1 Purchase order(s) shall be placed by FSC in writing, by telefax or, if applicable, by means of EDI. 3.2 Seller shall within [*] from Seller’s receipt of the purchase order acknowledge receipt of the purchase order, and within [*] from the receipt notify the company having submitted the order if, in Seller’s opinion, the purchase order is not consistent accordance with the provisions of this Agreement or Section 2 of the SPAAGREEMENT. 3.3 Seller 2.1.1 FSC written or electronic purchase order(s) shall at all times use its reasonable efforts to verify whether a be issued in the scope of this AGREEMENT and shall then form the basis of VENDOR’s delivery obligations. Each purchase order is suitable will include the following particulars: Purchase Order number and date - CP quantity to be delivered - Specification number and revision level - Part number and revision level - Item description - Unit price - REQUESTED DELIVERY DATE - Shipping instructions and delivery place FSC may also issue purchase order(s) under this Agreement for its purpose services or erroneousSpare Parts that are to be performed by VENDOR pursuant to the terms and conditions set forth on ANNEX 6. In the event Seller has reason to believe that the All other terms and conditions on any purchase orders submitted under this Agreement shall be void and of no effect. 2.1.2 VENDOR shall accept each purchase order is in any respect erroneous writing or for other reasons must be adjusted, Seller shall immediately notify the ordering party. Seller shall not start its planning, procurement, staffing and other manufacturing activities earlier than is reasonably required in order to meet the applicable delivery dates. 3.4 A Contract between Seller and Buyer shall be considered concluded when Seller has received a purchase order, provided that the by electronic means [***] or reject such purchase order within the same time frame, but only if it is not in accordance conformance with the terms and conditions of this Agreement and the relevant SPA. The Contract is legally binding upon the parties theretoAGREEMENT. 3.5 If the 2.1.3 The confirmation of each purchase order is not in accordance with will include the terms and conditions of this Agreement or the SPA, a Contract shall be considered concluded either whenfollowing particulars: (i) Seller has accepted the said purchase order, or (ii) Seller has received the - purchase order number and failed date - CP quantity to give written notification pursuant to Subarticle 3.2 be delivered - Item description - VENDOR Part number - Unit price - CONFIRMED DELIVERY DATE In the event that the purchase order is confirmation does not in accordance with this Agreement or the SPA. 3.6 If Seller has notified pursuant to Subarticle 3.2 that the purchase order is not in accordance with this Agreement or the SPA, no Contract is concluded. Insteadstate a CONFIRMED DELIVERY DATE, the parties REQUESTED DELIVERY DATE shall discuss and agree if a new corrected purchase order shall be issued or if the incorrect purchase order can be accepted, however with certain modifications. In such case, such modifications shall be documented in writing and will form part of the purchase order. When such an agreement has been made, a Contract shall be considered concluded. 3.7 When a Contract has been concluded, this Agreement and the SPA shall then be deemed to be integrated parts of such Contract. 3.8 For the sake of clarification, the parties acknowledge that the parties to the Contract are: (a) the Ericsson Company or Authorized Company which has submitted the purchase order; and (b) the Seller Company which has received the purchase order. 3.9 Provided that Ericsson is not the party to the Contract, the parties also acknowledge that: (a) Buyer is an independent company who acts in its own name and for its own account, and has no authority to bind or impose any legal or other obligation or liability upon Ericsson; (b) Ericsson assumes no legal or other obligation with regard to the Contract; (c) Seller’s remedies in the event of any breach CONFIRMED DELIVERY DATE. All orders will be governed by Buyer or of any obligation owed to Seller in respect of a Contract, may be exercised solely against the relevant Buyer. Provided, however, that if Seller holds delivery of product or otherwise exercises any permissible remedy against a Buyer by reason of non-payment or late payment of amounts due, such action shall not constitute a breach of this Agreement as against Ericsson or any other Buyer. Seller shall as soon as practicable notify Ericsson regardless of the action it intends to take and the reasons therefor; and (d) Buyer is not entitled to terminate or amend this Agreement or whether an SPA (unless Buyer has signed the relevant SPA), however it is entitled to terminate or amend a Contract in accordance with order references this Agreement. 3.10 A Contract 2.1.4 If the Purchase Order is neither expressly accepted nor rejected within the period stated in Section 2.1.2 of this AGREEMENT, it shall consist of the following documents: (a) the purchase order, excluding any general purchasing conditions, if such have been enclosed with the purchase order; (b) this Agreement; and (c) the applicable SPAbe deemed accepted. In case of inconsistencies, the different agreement documents will prevail in accordance with the above order, unless an explicit reference has been made in the subordinated document Acceptance or rejection notices shall be sent to the effect that a certain provision shall prevail notwithstanding certain provisions in respective departments/personnel to be designated by the superior documentParties for this purpose. 3.11 Seller undertakes to inform any potential Buyer of the existence of this Agreement.

ORDERING PROCEDURE. 3.1 With regard At least one (1) day prior to the requested shipping day, BUYER shall submit to SELLER a Purchase Order(s) with signature of BUYER for the Goods, Ericsson Companies and Authorized Companies may issue purchase orders in writing, by telefax or, if applicable, by means of EDI. 3.2 Seller . An Individual Contract shall within [*] from Sellerbe deemed to have been made when BUYER receives SELLER’s receipt acceptance of the purchase order acknowledge receipt Purchase Order, such acceptance being indicated by SELLER’s countersignature on the Purchase Order, SELLER’s issuance of a Sales Confirmation or similar document, SELLER’s acquiescence, SELLER’s delivery of the purchase orderGoods or the like, and within [*] from the receipt notify the company having submitted the order ifprovided that if any terms in such Sales Confirmation or similar document conflict with, in Seller’s opinionor supplement, the terms of this General terms and condition of purchase order is not consistent with or the Purchase Order, such conflicting or supplemental terms shall be deemed null and void and the provisions of this Agreement or General terms and condition of purchase and the SPAPurchase Order shall govern. In any case, each Purchase Order shall be deemed to have been accepted by SELLER unless SELLER rejects the order by written notice within ten (10) days after BUYER has issued the order. SELLER shall use its best efforts to timely fill all BUYER’s orders and shall not unreasonably reject such orders. 3.3 Seller shall at all times use its reasonable efforts to verify whether a purchase order is suitable for its purpose or erroneous. In 3.2 If any discrepancy should occur between the event Seller has reason to believe that the purchase order is in any respect erroneous or for other reasons must be adjusted, Seller shall immediately notify the ordering party. Seller shall not start its planning, procurement, staffing and other manufacturing activities earlier than is reasonably required in order to meet the applicable delivery dates. 3.4 A Contract between Seller and Buyer shall be considered concluded when Seller has received a purchase order, provided that the purchase order is in accordance with the general terms and conditions condition of purchases of this Agreement General terms and condition of purchase and the relevant SPA. The Contract is legally binding upon the parties thereto. 3.5 If the purchase order is not in accordance with the general terms and conditions condition of this Agreement purchases or the SPA, a Contract shall be considered concluded either when: (i) Seller has accepted the said purchase order, or (ii) Seller has received the purchase order and failed to give written notification pursuant to Subarticle 3.2 that the purchase order is not in accordance with this Agreement or the SPA. 3.6 If Seller has notified pursuant to Subarticle 3.2 that the purchase order is not in accordance with this Agreement or the SPA, no Contract is concluded. Insteadtypewritten part of any Individual Contract, the parties shall discuss general terms and agree if a new corrected purchase order shall be issued condition of purchases or if the incorrect purchase order can be accepted, however with certain modifications. In such case, such modifications shall be documented in writing and will form typewritten part of the purchase order. When such an agreement has been made, a Individual Contract shall be considered concluded. 3.7 When a Contract has been concludedprevail. If any discrepancy should occur between this General terms and condition of purchase and the printed part of any Individual Contract, this Agreement General terms and the SPA condition of purchase shall then be deemed to be integrated parts of such Contractprevail. 3.8 For the sake of clarification, the parties acknowledge that the parties to the Contract are: (a) the Ericsson Company or Authorized Company which has submitted the purchase order; and (b) the Seller Company which has received the purchase order. 3.9 Provided that Ericsson is not the party to the Contract, the parties also acknowledge that: (a) Buyer is an independent company who acts in its own name and for its own account, and has no authority to bind or impose any legal or other obligation or liability upon Ericsson; (b) Ericsson assumes no legal or other obligation with regard to the Contract; (c) Seller’s remedies in the event of any breach by Buyer or of any obligation owed to Seller in respect of a Contract, may be exercised solely against the relevant Buyer. Provided, however, that if Seller holds delivery of product or otherwise exercises any permissible remedy against a Buyer by reason of non-payment or late payment of amounts due, such action shall not constitute a breach of this Agreement as against Ericsson or any other Buyer. Seller shall as soon as practicable notify Ericsson of the action it intends to take and the reasons therefor; and (d) Buyer is not entitled to terminate or amend this Agreement or an SPA (unless Buyer has signed the relevant SPA), however it is entitled to terminate or amend a Contract in accordance with this Agreement. 3.10 A Contract shall consist of the following documents: (a) the purchase order, excluding any general purchasing conditions, if such have been enclosed with the purchase order; (b) this Agreement; and (c) the applicable SPA. In case of inconsistencies, the different agreement documents will prevail in accordance with the above order, unless an explicit reference has been made in the subordinated document to the effect that a certain provision shall prevail notwithstanding certain provisions in the superior document. 3.11 Seller undertakes to inform any potential Buyer of the existence of this Agreement.