Common use of Orders Delivery Clause in Contracts

Orders Delivery. (a) DISTRIBUTOR shall obtain PRODUCTS by placing firm orders on HITEL, which orders shall include a description and specification of PRODUCTS, quantities, prices, a “requested” delivery schedule, and the name and location of the end user (in the case of system orders). (b) No order shall be binding upon HITEL unless and until it has been accepted by HITEL in writing. HITEL shall have the right to accept or reject any purchase order, and if HITEL rejects any purchase order, DISTRIBUTOR hereby agrees to indemnify HITEL and hold HITEL harmless from any claim resulting from HITEL’s refusal to accept purchase orders from DISTRIBUTOR. HITEL’s acceptance of purchase orders shall not be unreasonably withheld. (c) HITEL may delay or stop any shipment to DISTRIBUTOR if DISTRIBUTOR fails to pay when due amounts owed to HITEL after demand for payment has been made by HITEL (in which case DISTRIBUTOR shall be charged for storage and cancellation at normal rates and at HITEL’s discretion) or if HITEL, in its reasonable discretion, shall have reservations concerning DISTRIBUTOR’S financial condition and DISTRIBUTOR fails to provide HITEL with adequate assurances of performance after demand by HITEL. (d) Except for PRODUCTS covered by accepted purchase orders, HITEL may, at any time and from time to time, upon ninety (90) days notice to DISTRIBUTOR, or sooner if accepted by DISTRIBUTOR, suspend or discontinue the sale of any PRODUCTS of any type or model and substitute a new type or model, change the design or make improvements to PRODUCTS, eliminate any type or model, or completely discontinue the importation or sale of PRODUCTS, without any liability on its part to DISTRIBUTOR. HITEL shall not have any obligation to furnish or install any change, substitution or improvement on any PRODUCTS previously sold to DISTRIBUTOR whether previously delivered or undelivered and covered by an accepted purchase order. HITEL will provide to DISTRIBUTOR, on a timely basis, all engineering change notices issued. Upgrades, Spare Parts, sub-components and RMA orders will be provided at the current list prices minus applicable hardware discounts as set forth in Exhibit C. (e) A delivery schedule shall be established by HITEL for each order submitted by DISTRIBUTOR and accepted by HITEL within ten (10) business days of acceptance by HITEL. Delivery may be made in installments. Default or delay by HITEL in delivering or shipping the whole or any part or installment of any order shall not affect any other portion thereof, nor shall it affect any other order between the parties. DISTRIBUTOR may cancel the order without penalty if HITEL is unable to ship the complete order (or a sufficient part or installment of the order so that PRODUCTS may be resold) within sixty (60) days of the delivery schedule established by HITEL at the time of acceptance of such order. (f) Invoices for partial or installment deliveries shall be issued at the time of shipment of such partial order or installment, except where the systems delivered are incomplete to the point of being unsuitable for resale. (g) Except as provided in Subsection (e) hereof, DISTRIBUTOR shall not have the right to cancel, reschedule, change or modify all or any portion or installment of any order for PRODUCT covered by this Agreement without HITEL’s prior written consent. (h) DISTRIBUTOR may, pursuant to the terms and conditions of this Agreement, order and HITEL shall provide spare parts, software and third level technical support as required for the maintenance of PRODUCT for a period of nine (9) years from the ship date of PRODUCT, provided that DISTRIBUTOR is, at all times, in full compliance with this Agreement and HITEL has not terminated this Agreement due to DISTRIBUTOR’s material breach. (i) The acceptance by HITEL of any purchase order from DISTRIBUTOR or the sale of any PRODUCTS by HITEL to DISTRIBUTOR after the termination of this Agreement shall not be construed as a renewal or an extension, or as a waiver of termination of this Agreement, but in the absence of a new written Agreement, all such transactions shall be governed by the provisions of this Agreement.

Orders Delivery. (a) DISTRIBUTOR shall obtain PRODUCTS by placing firm orders on HITEL, which orders shall include a description and specification of PRODUCTS, quantities, prices, a “requested” delivery schedule, and the name and location of the end user (in the case of system orders). (b) No order shall be binding upon HITEL unless and until it has been accepted by HITEL in writing. HITEL shall have the right to accept or reject any purchase order, and if HITEL rejects any purchase order, DISTRIBUTOR hereby agrees to indemnify HITEL and hold HITEL harmless from any claim resulting from HITEL’s refusal to accept purchase orders from DISTRIBUTOR. HITEL’s acceptance of purchase orders shall not be unreasonably withheld. (c) HITEL may delay or stop any shipment to DISTRIBUTOR if DISTRIBUTOR fails to pay when due amounts owed to HITEL after demand for payment has been made by HITEL (in which case DISTRIBUTOR shall be charged for storage and cancellation at normal rates and at HITEL’s discretion) or if HITEL, in its reasonable discretion, shall have reservations concerning DISTRIBUTOR’S financial condition and DISTRIBUTOR fails to provide HITEL with adequate assurances of performance after demand by HITEL. (d) Except for PRODUCTS covered by accepted purchase orders, HITEL may, at any time and from time to time, upon ninety (90) days notice to DISTRIBUTORDISTRIBUTOR in case of HITEL PRODUCTS and thirty (30) days notice in case of Supplier PRODUCTS, or sooner if accepted by DISTRIBUTOR, suspend or discontinue the sale of any PRODUCTS of any type or model and substitute a new type or model, change the design or make improvements to PRODUCTS, eliminate any type or model, or completely discontinue the importation or sale of PRODUCTS, without any liability on its part to DISTRIBUTOR. HITEL shall not have any obligation to furnish or install any change, substitution or improvement on any PRODUCTS previously sold to DISTRIBUTOR whether previously delivered or undelivered and covered by an accepted purchase order. HITEL will provide to DISTRIBUTOR, on a timely basis, all engineering change notices issued. Upgrades, Spare Parts, sub-components and RMA orders will be provided at the current list prices minus applicable hardware discounts as set forth in Exhibit C. (e) A delivery schedule shall be established by HITEL for each order submitted by DISTRIBUTOR and accepted by HITEL within ten (10) business days of acceptance by HITEL. Delivery may be made in installments. Supplier PRODUCTS may be drop-shipped from third party supplier locations. Default or delay by HITEL in delivering or shipping the whole or any part or installment of any order shall not affect any other portion thereof, nor shall it affect any other order between the parties. DISTRIBUTOR may cancel the order without penalty if HITEL is unable to ship the complete order (or a sufficient part or installment of the order so that PRODUCTS may be resold) within sixty (60) days of the delivery schedule established by HITEL at the time of acceptance of such order. (f) Invoices for partial or installment deliveries shall be issued at the time of shipment of such partial order or installment, except where the systems delivered are incomplete to the point of being unsuitable for resale. (g) Except as provided in Subsection (e) hereof, DISTRIBUTOR shall not have the right to cancel, reschedule, change or modify all or any portion or installment of any order for PRODUCT covered by this Agreement without HITEL’s prior written consent. (h) DISTRIBUTOR may, pursuant to the terms and conditions of this Agreement, order and HITEL shall provide spare parts, software and third level technical support as required for the maintenance of HITEL PRODUCT for a period of nine ten (910) years from the ship date of HITEL PRODUCT, provided that DISTRIBUTOR is, at all times, in full compliance with this Agreement and HITEL has not terminated this Agreement due to DISTRIBUTOR’s material breach. HITEL shall not have any such corresponding obligations with respect to Supplier PRODUCT. (i) The acceptance by HITEL of any purchase order from DISTRIBUTOR or the sale of any PRODUCTS by HITEL to DISTRIBUTOR after the termination of this Agreement shall not be construed as a renewal or an extension, or as a waiver of termination of this Agreement, but in the absence of a new written Agreement, all such transactions shall be governed by the provisions of this Agreement.

Orders Delivery. (a) DISTRIBUTOR 8.1 DISTRIBUTORS shall obtain PRODUCTS place its orders with NORD by placing firm orders on HITELfax, which orders shall include a description and specification of PRODUCTS, quantities, pricesE- mail or by mail at the address indicated by NORD. If an order is sent by fax, a “requested” delivery schedule, and the name and location written confirmation of the end user (in the case of system orders)order 10 - 10 - shall be mailed. (b) No order 8.2 NORD shall do its utmost to deliver the orders of DISTRIBUTOR without delay, within its production capacity limits and taking into account the other Distribution Agreements concluded with third parties. 8.3 Unless otherwise agreed between the parties, the Products shall be binding upon HITEL unless delivered at the Point of Delivery. All taxes, duties and until it has been accepted excises concerning the sales as of the Point of Delivery shall exclusively be borne by HITEL in writing. HITEL Distributor other than export duties or fees and export permits and formalities. 8.4 The Products shall have be for the right risk of DISTRIBUTOR from the time of delivery of the Products to accept or reject any purchase order, and if HITEL rejects any purchase order, DISTRIBUTOR hereby agrees the Point of Delivery by NORD to indemnify HITEL and hold HITEL harmless from any claim resulting from HITEL’s refusal to accept purchase orders from DISTRIBUTOR. HITEL’s acceptance of purchase orders the carrier. 8.5 INTERNATIONAL shall not be unreasonably withheldliable for any deterioration or alternation of the Products caused by the carrier, and in such event it is the responsibility of the DISTRIBUTOR to take any action required against the carrier, provided that if the Products shall have been insured during shipment by INTERNATIONAL, INTERNATIONAL shall cooperate fully with DISTRIBUTOR in pursuing claims against the insurer. (c) HITEL 8.6 DISTRIBUTOR either itself or through its subdistributors, shall, at all times, maintain sufficient inventory of the Products so as to cover the reasonably expected needs of the Products during a period of two months. At DISTRIBUTOR's option, this inventory may delay or stop any shipment be maintained at NORD's warehouse, charges to be invoiced on a passthrough basis. The Parties acknowledge that DISTRIBUTOR currently maintains no such inventory. DISTRIBUTOR hereby undertakes to build up such inventory in accordance with the approved Business Plan over a period of six months. 8.7 In the event INTERNATIONAL is unable to provide adequate quantities of the Products to DISTRIBUTOR if in a reasonable time after the placing of an order by DISTRIBUTOR fails to pay when (such reasonableness being determined as from the placing of the order and with due amounts owed to HITEL after demand for payment has been made by HITEL (in which case recognition of the commercial requirements of DISTRIBUTOR shall be charged for storage and cancellation at normal rates and at HITEL’s discretion) or if HITEL, in its reasonable discretion, shall have reservations concerning DISTRIBUTOR’S financial condition and DISTRIBUTOR fails to provide HITEL with adequate assurances of performance after demand by HITEL. (d) Except for PRODUCTS covered by accepted purchase orders, HITEL may, at any time and from time to time, upon ninety (90) days notice to DISTRIBUTOR, or sooner if accepted by DISTRIBUTOR, suspend or discontinue the sale of any PRODUCTS of any type or model and substitute a new type or model, change the design or make improvements to PRODUCTS, eliminate any type or model, or completely discontinue the importation or sale of PRODUCTS, without any liability on its part to DISTRIBUTOR. HITEL shall not have any obligation to furnish or install any change, substitution or improvement on any PRODUCTS previously sold to DISTRIBUTOR whether previously delivered or undelivered and covered by an accepted purchase order. HITEL will provide to DISTRIBUTOR, on a timely basis, all engineering change notices issued. Upgrades, Spare Parts, sub-components and RMA orders will be provided at the current list prices minus applicable hardware discounts as set forth in Exhibit C. (e) A delivery schedule shall be established by HITEL for each order submitted by DISTRIBUTOR and accepted by HITEL within ten (10) business days of acceptance by HITEL. Delivery may be made in installments. Default or delay by HITEL in delivering or shipping the whole approved Business Plan or any part amendments thereof), INTERNATIONAL shall use its best efforts to increase its production capacity. In that event, should INTERNATIONAL fail to achieve such 11 - 11 - increased capacity, or installment if such increase appears not to be sufficient to enable INTERNATIONAL to deliver the Products within such reasonable time, INTERNATIONAL shall cause a plant for the manufacture of any order shall not affect any other portion thereofProducts to be built in the Territory, nor shall Mexico or Canada, to serve as the supplier of the Products which will primarily service the needs of the market in the Territory and Canada. Should it affect any other order between appear that (i) INTERNATIONAL fails to increase its production capacity so as to satisfy the parties. DISTRIBUTOR may cancel reasonable delivery demands of DISTRIBUTOR, or (ii) INTERNATIONAL fails to diligently start or implement the order without penalty if HITEL construction of a production facility in the Territory in accordance with this subparagraph, (iii) all reasonable corrective measures by INTERNATIONAL fail to achieve delivery of the Products within such reasonable time, or (iv) INTERNATIONAL is manifestly unable to ship the complete order (or a sufficient part or installment of the order so that PRODUCTS may be resold) within sixty (60) days of the delivery schedule established by HITEL at the time of acceptance of such order. (f) Invoices for partial or installment deliveries shall be issued at the time of shipment of such partial order or installment, except where the systems delivered are incomplete to the point of being unsuitable for resale. (g) Except as provided deliver Products in Subsection (e) hereof, DISTRIBUTOR shall not have the right to cancel, reschedule, change or modify all or any portion or installment of any order for PRODUCT covered by this Agreement without HITEL’s prior written consent. (h) DISTRIBUTOR may, pursuant to accordance with the terms and conditions of this Agreement, order and HITEL then DISTRIBUTOR shall provide spare parts, software and third level technical support as required have the authority to take over management responsibility for the maintenance production, sourcing and/or purchasing of PRODUCT the Products for the Territory, and, to the extent this would appear to be necessary to achieve timely deliveries, to build a period production facility (for the supply of nine (9) years from the ship date needs of PRODUCT, provided the market in the Territory exclusively). To that DISTRIBUTOR is, at all timeseffect, in full compliance with this Agreement such event, INTERNATIONAL and HITEL has not terminated this Agreement due CONSERVER ENGINEERING hereby agree to license or otherwise provide all necessary intellectual property rights and know how to DISTRIBUTOR’s material breach, as may be reasonably necessary for DISTRIBUTOR to operate a production facility, and INTERNATIONAL and CONSERVER ENGINEERING shall cooperate fully with DISTRIBUTOR in such event. (i) The acceptance by HITEL of any purchase order from DISTRIBUTOR or the sale of any PRODUCTS by HITEL to DISTRIBUTOR after the termination of this Agreement shall not be construed as a renewal or an extension, or as a waiver of termination of this Agreement, but in the absence of a new written Agreement, all such transactions shall be governed by the provisions of this Agreement.