Common use of Quantity Increases and Shipment Schedule Changes Clause in Contracts

Quantity Increases and Shipment Schedule Changes. (a) For any accepted purchase order, Customer may (i) increase the quantity of Products or (ii) reschedule the quantity of Products and their shipment date as provided in the flexibility table below (the “Flexibility Table”): CDM - E - 5 - *** 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. [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Any decrease in quantity which is not rescheduled in accordance with the Flexibility Table in this Section 6.2 is considered a cancellation. Quantity cancellations are governed by the terms of Section 6.3 below. Any specific purchase order quantities rescheduled pursuant to this Section 6.2(a) may not be subsequently increased or rescheduled. (b) All reschedules to push out delivery dates outside of the table in subsection (a) require Flextronics’s prior written approval, which shall not be unreasonably withheld (but which may be withheld if Flextronics can demonstrate that such rescheduling would have a negative impact to Flextronics). If Customer and Flextronics do not agree in writing to specific terms with respect to any approved reschedule outside of this Section 6.2(a), then Customer will pay Flextronics the Monthly Charges for any such reschedule, calculated as of the first day after such reschedule for any Inventory and/or Special Inventory that was procured by Flextronics to support the original delivery schedule is not used to manufacture Product pursuant to an accepted purchase order within [***] of such reschedule. In addition, if Flextronics notifies Customer that such Inventory and/or Special Inventory has remained in Flextronics’s possession for more than [***] since such reschedule, then Customer agrees to pay Flextronics a carrying cost of [***] per month for said inventory and immediately purchase any Affected Inventory and/or Special Inventory at the end of the [***] month upon receipt of an appropriate invoice by paying the Affected Inventory Costs. In addition, any finished Products that have already been manufactured to support the original delivery schedule will be treated as cancelled as provided in Sections 6.3, 6.4 and 6.5 below. (c) Flextronics will use all reasonable commercial efforts to meet any quantity increases, which are subject to Materials and capacity availability. All reschedules or quantity increases outside of the table in subsection (a) require Flextronics’s approval, which shall not be unreasonably withheld (but which may be withheld if Flextronics can demonstrate that such rescheduling would have a negative impact to Flextronics). If Flextronics agrees to accept a reschedule to pull in a delivery date or an increase in quantities in excess of the flexibility table in subsection (a) and if there are extra costs to meet such reschedule or increase, Flextronics will inform Customer for its acceptance and approval in advance. (d) Any delays in the normal production or interruption in the workflow process caused by Customer’s changes in the Manufacturing Specifications will be considered a reschedule of any affected purchase orders for purposes of this Section 6.2 for the period of such delay. (e) For purposes of calculating the amount of Inventory and Special Inventory subject to subsection (b), the “Lead Time” shall be calculated as the Lead Time at the time of procurement of the Inventory and Special Inventory.

Appears in 3 contracts

Samples: Design and Manufacturing Services Agreement (FireEye, Inc.), Design and Manufacturing Services Agreement (FireEye, Inc.), Design and Manufacturing Services Agreement (FireEye, Inc.)

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Quantity Increases and Shipment Schedule Changes. (a) For any accepted purchase order, Customer may may: (i) increase the quantity of Products or (ii) reschedule the quantity of Products and their shipment date as provided in the flexibility table below (the “Flexibility Table”): CDM - E - 5 - # of days before Shipment Date on Purchase Order Allowable Quantity Increases Maximum Reschedule Quantity Maximum Reschedule Period 0-14 0% 0% 0 15-30 0% 0% 0 31-**** 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. [30% ***] [* ***] [* ***] [* 50% ***] [* ***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] * Any decrease in quantity which is not considered a cancellation, unless the decreased quantity is rescheduled for delivery at a later date in accordance with the Flexibility Table in this Section 6.2 is considered a cancellationTable. Quantity cancellations are governed by the terms of Section 6.3 5.3 below. Any specific purchase order quantities increased or rescheduled pursuant to this Section 6.2(a5.2 (a) may not be subsequently increased or rescheduled. The Flexibility Table may be amended during the term of this Agreement as may be required and agreed to in writing by both parties and without the need to amend this Agreement. (b) All Purchase Order reschedules to push out extend delivery dates outside of the table Flexibility Table in subsection (a) require Flextronics’s prior written approval, which shall not be unreasonably withheld (but which may be withheld if Flextronics can demonstrate that such rescheduling would have a negative impact to Flextronics). If Customer and Flextronics do not agree in writing to specific terms with respect to any approved reschedule outside of this Section 6.2(a), then Customer will pay Flextronics Flextronics, in accordance with Sections 3.5 and 5.4, the Monthly Charges for any such reschedule, calculated as of the first day after such reschedule for any Inventory and/or Special Inventory that was procured by Flextronics to support the original delivery schedule that is not used to manufacture Product pursuant to an accepted purchase order within [***] * of such reschedule. In addition, if Flextronics notifies Customer that such Inventory and/or Special Inventory has remained in Flextronics’s possession for more than [***] * since such reschedule, then Customer agrees to pay Flextronics a carrying cost of [***] per month for said inventory and immediately purchase any Affected affected Inventory and/or Special Inventory at the end of the [***] month upon receipt of an appropriate invoice the notice by paying the Affected Inventory Costs, in accordance with Section 3.5. In addition, any finished Products that have already been manufactured to support the original delivery schedule will be treated as cancelled as provided in Sections 6.3, 6.4 5.3 and 6.5 5.4 below. (c) Flextronics will use all reasonable commercial efforts to meet any quantity increases, which are subject to Materials and capacity availability. All reschedules or quantity increases outside of to receive delivery sooner than the table in subsection (a) original delivery date require Flextronics’s prior written approval, which shall may not be unreasonably withheld (but which may be withheld if Flextronics can demonstrate that such rescheduling would have a negative impact to Flextronics)or delayed. If Flextronics agrees to accept a reschedule to pull in a meet an earlier delivery date or an increase in quantities in excess of the flexibility table in subsection (a) date, and if there are extra costs to meet such reschedule or increasedate, Flextronics will inform Customer of such costs for its Customer’s acceptance and approval in advance. (d) Any delays advance of incurring any such costs. In addition, if there are repeated instances in which Customer reschedules orders outside of the normal production or interruption Flexibility Table as described in the workflow process caused by Customer’s changes in the Manufacturing Specifications will be considered a reschedule of any affected purchase orders for purposes of this Section 6.2 for **** Certain information on this page has been omitted and filed separately with the period of such delaySecurities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (e) For purposes of calculating the amount of Inventory and Special Inventory subject to subsection (b), the “Lead Time” shall be calculated as the Lead Time at the time of procurement of the Inventory and Special Inventory.

Appears in 3 contracts

Samples: Manufacturing Agreements (TRIA Beauty, Inc.), Manufacturing Agreements (TRIA Beauty, Inc.), Manufacturing Agreements (TRIA Beauty, Inc.)

Quantity Increases and Shipment Schedule Changes. (a) For any accepted purchase order, Customer may (i) increase the quantity of Products or (ii) reschedule the quantity of Products and their shipment date as provided in the flexibility table below (the “Flexibility Table”): CDM - E - 5 - *** Certain information # of days before Allowable Maximum Maximum Shipment Date Quantity Reschedule Reschedule 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. Purchase Order Increases Quantity Period [***] [***] [***] [***] [***] [***] [***] [***] FLEXTRONICS CONFIDENTIAL [***] [***] [***] [***] [***] [***] [***] [***] Any decrease in quantity which is not considered a cancellation, unless the decreased quantity is rescheduled for delivery at a later date in accordance with the Flexibility Table in this Section 6.2 is considered a cancellationTable. Quantity cancellations are governed by the terms of Section 6.3 5.2 below. Any specific purchase order quantities increased or rescheduled pursuant to this Section 6.2(a5.1 (a) may not be subsequently increased or rescheduled. (b) All reschedules to push out delivery dates outside of the table in subsection (a) require Flextronics’s prior written approval, which shall which, in its sole discretion, may or may not be unreasonably withheld (but which may be withheld if Flextronics can demonstrate that such rescheduling would have a negative impact to Flextronics)granted. If Customer does not request prior approval from Flextronics for such reschedules, or if Customer and Flextronics do not agree in writing to specific terms with respect to any approved reschedule outside of this Section 6.2(a)reschedule, then Customer will pay Flextronics the Monthly [***] Charges for any such reschedule, calculated as of the first day after such reschedule for any Inventory and/or Special Inventory that was procured by Flextronics to support the original delivery schedule that is not used to manufacture Product pursuant to an accepted purchase order within [***] of such reschedule. In addition, if Flextronics notifies Customer that such Inventory and/or Special Inventory has remained in Flextronics’s possession for more than [***] since such reschedule, then Customer agrees to pay Flextronics a carrying cost of [***] per month for said inventory and immediately purchase any Affected affected Inventory and/or Special Inventory at the end of the [***] month upon receipt of an appropriate invoice the notice by paying the Affected Inventory Costs. In addition, any finished Products that have already been manufactured to support the original delivery schedule will be treated as cancelled as provided in Sections 6.3, 6.4 5.2 and 6.5 5.3 below. (c) Flextronics will use all reasonable commercial efforts to meet any quantity increases, which are subject to Materials and capacity availability. All reschedules or quantity increases outside of the table Flexibility Table in subsection (a) require Flextronics’s approval, which shall which, in its sole discretion, may or may not be unreasonably withheld (but which may be withheld if Flextronics can demonstrate that such rescheduling would have a negative impact to Flextronics)granted. If Flextronics agrees to accept a reschedule to pull in a delivery date or an increase in quantities in excess of the flexibility table Flexibility Table in subsection (a) and if there are extra costs to meet such reschedule or increase, Flextronics will inform Customer for its acceptance and approval in advance. (d) Any delays in the normal production or interruption in the workflow process caused by Customer’s changes in to the Manufacturing Specifications will or failure to provide sufficient quantities or a reasonable quality level of Customer Controlled Materials where applicable to sustain the production schedule, shall be considered a reschedule of any affected purchase orders for purposes of this Section 6.2 for the period of such delay. (e) For purposes of calculating Products that have been ordered by Customer and that have not been picked up in accordance with the amount of Inventory agreed upon shipment dates shall be considered cancelled and Special Inventory subject Customer shall be responsible for such Products in the same manner as set forth in Section 5.2. Customer agrees that Flextronics shall have the right to subsection (b)invoice it for all cancelled Products and agrees to provide Flextronics, within [***] following the invoice, the “Lead Time” location to which Flextronics shall be calculated as ship the Lead Time at the time of procurement of the Inventory and Special InventoryProducts.

Appears in 2 contracts

Samples: Manufacturing Agreement (Nextracker Inc.), Manufacturing Agreement (Nextracker Inc.)

Quantity Increases and Shipment Schedule Changes. (a) For any accepted purchase order, Customer may (i) increase the quantity of Products or (ii) reschedule the quantity of Products and their shipment date as provided in the flexibility table below (the “Flexibility Table”): CDM - E - 5 - # of days before Shipment Date on Purchase Order Allowable Quantity Increases Maximum Reschedule Quantity Maximum Reschedule Period 0-14 0 % 0 % 0 15-30 [*** 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. ]% [***] * ]% [**** ] 31-60 [***] * ]% [***] * ]% [**** ] days 61-90 [***] * ]% [***] * ]% [**** ] [***] [***] [***] [***] [***] [***] [***] [***] days Any decrease in quantity which is not considered a cancellation, unless the decreased quantity is rescheduled for delivery at a later date in accordance with the Flexibility Table in this Section 6.2 is considered a cancellationTable. Quantity cancellations are governed by the terms of Section 6.3 5.3 below. Any specific purchase order quantities increased or rescheduled pursuant to this Section 6.2(a5.2 (a) may not [***] = 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. be subsequently increased or rescheduled, unless such subsequent increase or reschedule also conforms to the Flexibility Table. (b) All reschedules to push out delivery dates outside of the table in subsection (a) require Flextronics’s prior written approval, which shall which, in its sole discretion, may or may not be unreasonably withheld (but which may be withheld if Flextronics can demonstrate that such rescheduling would have a negative impact to Flextronics)granted. If Customer does not request prior approval from Flextronics for such reschedules, or if Customer and Flextronics do not agree in writing to specific terms with respect to any approved reschedule outside of this Section 6.2(a)reschedule, then Customer will pay Flextronics the Monthly Charges for any such reschedule, calculated as of the first day after such reschedule for any Inventory and/or Special Inventory that was procured by Flextronics to support the original delivery schedule that is not used to manufacture Product pursuant to an accepted purchase order within [***] thirty (30) days of such reschedule. In addition, if Flextronics notifies Customer that such Inventory and/or Special Inventory has remained in Flextronics’s possession for more than [***] ninety (90) days since such reschedule, then Customer agrees to pay Flextronics a carrying cost of [***] per month for said inventory and immediately purchase any Affected affected Inventory and/or Special Inventory at the end of the [***] month upon receipt of an appropriate invoice the notice by paying the Affected Inventory Costs. In addition, any finished Products that have already been manufactured to support the original delivery schedule will be treated as cancelled as provided in Sections 6.3, 6.4 5.3 and 6.5 5.4 below. (c) Flextronics will use all reasonable commercial efforts to meet any quantity increases, which are subject to Materials and capacity availability. All reschedules or quantity increases outside of the table in subsection (a) require Flextronics’s approval, which shall which, in its sole discretion, may or may not be unreasonably withheld (but which may be withheld if Flextronics can demonstrate that such rescheduling would have a negative impact to Flextronics)granted. If Flextronics agrees to accept a reschedule to pull in a delivery date or an increase in quantities in excess of the flexibility table in subsection (a) and if there are extra costs to meet such reschedule or increase, Flextronics will inform Customer for its acceptance and approval in advance. (d) Any delays in the normal production or interruption in the workflow process caused by Customer’s changes in to the Manufacturing Specifications or failure to provide sufficient quantities or a reasonable quality level of Customer Controlled Materials where applicable to sustain the production schedule, will be considered a reschedule of any affected purchase orders for purposes of this Section 6.2 5.2 for the period of such delay. In addition, Customer shall be responsible for costs related to adjusting foreign currency hedging contracts due to changes in cash flows resulting from such delays. (e) For purposes of calculating the amount of Inventory and Special Inventory subject to subsection (b), the “Lead Time” shall be calculated as the Lead Time at the time of procurement of the Inventory and Special Inventory.

Appears in 2 contracts

Samples: Manufacturing Agreement (Enphase Energy, Inc.), Manufacturing Agreement (Enphase Energy, Inc.)

Quantity Increases and Shipment Schedule Changes. (a) For any accepted purchase order, Customer may (i) increase the quantity of Products or (ii) reschedule the quantity of Products and their shipment date as provided in the flexibility table below (the “Flexibility Table”): CDM - E - 5 - **# of Business Days before Delivery Date on Purchase Order Allowable Quantity Increases Maximum Reschedule Quantity Maximum Reschedule Period * 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. [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] * * * * * * * * * * * Any decrease in purchase order quantity which is not considered a cancellation, unless the decreased quantity is rescheduled for delivery at a later date in accordance with the Flexibility Table in this Section 6.2 is considered a cancellationTable. Quantity cancellations are governed by the terms of Section 6.3 5.3 below. Any specific purchase order quantities increased or rescheduled pursuant to this Section 6.2(a5.2(a) may not be subsequently increased or rescheduledrescheduled without BreconRidge’s approval, such approval not to be unreasonably withheld. Notwithstanding the foregoing, the parties, acting reasonably, shall mutually agree on a specific list of Products that are and are not subject to the Flexibility Table, such list to be updated quarterly as part of the Price Book update. Consecutive quantity increases will be gated by replenishment lead-time of the affected components. (b) All reschedules Customer requests to push out delivery dates on purchase orders outside of the table in subsection (a) require FlextronicsBreconRidge’s prior written approval, which shall which, in its reasonable discretion, may or may not be unreasonably withheld granted. BreconRidge shall inform Customer of its decision within five (but which may be withheld if Flextronics can demonstrate that such rescheduling would have a negative impact to Flextronics)5) Business Days after Customer’s request. If Customer and Flextronics do BreconRidge, acting reasonably, does not agree in writing to specific terms with respect provide it’s prior written approval to any approved reschedule outside of this Section 6.2(a)requested reschedule, then Customer will pay Flextronics BreconRidge the Monthly Charges (pro-rated for partial months) for any such reschedule, calculated as of the first day after such reschedule * for any Inventory and/or Special Inventory that was procured by Flextronics BreconRidge to support the original delivery schedule is and that will not be used to manufacture Product pursuant to an accepted purchase order within [***] * days of such reschedule. In addition, if Flextronics BreconRidge notifies Customer that such Inventory and/or Special Inventory has remained in FlextronicsBreconRidge’s possession for more than [***] * days since such reschedule, then Customer agrees to pay Flextronics a carrying cost of [***] per month for said inventory and immediately purchase any Affected affected Inventory and/or Special Inventory at the end of the [***] month upon receipt of an appropriate invoice the notice by paying the Affected Inventory Costs. In addition, any finished Products that have already been manufactured to support the original delivery schedule will be treated as cancelled as provided in Sections 6.35.3 and 5.4 below. * Notwithstanding the foregoing, 6.4 and 6.5 belowCustomer shall not be responsible for Common Materials that are also BreconRidge Controlled Materials or for Production Materials under this Section 5.2(b). (c) Flextronics Subject to Materials and capacity availability, BreconRidge will use all reasonable commercial efforts to meet any quantity increases. In order for BreconRidge to be able to meet the flexibility requirements stated in the Flexibility Table above, which are it shall maintain appropriate Materials inventory buffer stock, subject to Materials and capacity availability, required to meet the Product quantity increases defined in the Flexibility Table. Material purchased to support upside flexibility requirements shall also be subject to Excess Material and Obsolete Material liability provision in Schedule 2.2. All reschedules or quantity increases outside of the table in subsection (a) Flexibility Table will require FlextronicsBreconRidge’s approval, which shall which, in its reasonable discretion, may or may not be unreasonably withheld (but which may be withheld if Flextronics can demonstrate that such rescheduling would have a negative impact to Flextronics)granted. If Flextronics BreconRidge agrees to accept a reschedule to pull in advance a delivery date or an increase in quantities in excess of the flexibility table Flexibility Table in subsection (a) and if there are extra costs to meet such reschedule or increase, Flextronics BreconRidge will inform Customer for and obtain its acceptance and approval in advance. (d) Any delays in the normal production process or interruption in the workflow process caused by Customer’s changes in failure to provide agreed quantities of Customer Supplied Materials at the Manufacturing Specifications agreed time and quality level where necessary to sustain the production schedule, will be considered a reschedule of any affected purchase orders for purposes of this Section 6.2 5.2 for the period of such delay. (e) For purposes of calculating the amount of Inventory and Special Inventory subject to subsection (b), the “Lead Time” shall be calculated as the Lead Lead-Time at the time of procurement of the Inventory and Special Inventory.

Appears in 2 contracts

Samples: Master Manufacturing Services Agreement, Master Manufacturing Services Agreement (Mitel Networks Corp)

Quantity Increases and Shipment Schedule Changes. (a) For any accepted purchase order, Customer may (i) increase the quantity of Products or (ii) reschedule the quantity of Products and their shipment date as provided in the flexibility table below (the “Flexibility Table”): CDM - E - 5 - Any decrease in quantity is considered a cancellation, unless the decreased quantity is rescheduled for delivery at a later date in accordance with the Flexibility Table. Quantity [*** Certain information on this page *] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Any decrease in quantity which is not rescheduled in accordance with the Flexibility Table in this Section 6.2 is considered a cancellation. Quantity cancellations are governed by the terms of Section 6.3 5.3 below. Any specific purchase order quantities increased or rescheduled pursuant to this Section 6.2(a5.2 (a) may not be subsequently increased or rescheduled. (b) All reschedules to push out delivery dates outside of the table in subsection (a) require Flextronics’s prior written approval, which shall which, in its sole discretion, may, or may not be unreasonably withheld (but which may be withheld if Flextronics can demonstrate that such rescheduling would have a negative impact to Flextronics)granted. If Customer does not request prior approval from Flextronics for such reschedules, or if Customer and Flextronics do not agree in writing to specific terms with respect to any approved reschedule outside of this Section 6.2(a)reschedule, then Customer will pay Flextronics the Monthly Charges [***] for any such reschedule, calculated as of the first day after such reschedule for any Inventory and/or Special Inventory that was procured by Flextronics to support the original delivery schedule that is not used to manufacture Product pursuant to an accepted purchase order within [***] thirty (30) days of such reschedule. In addition, if Flextronics notifies Customer that such Inventory and/or Special Inventory has remained in Flextronics’s possession for more than [***] days since such reschedule, then Customer agrees to pay Flextronics a carrying cost of [***] per month for said inventory and immediately purchase any Affected affected Inventory and/or Special Inventory at the end of the [***] month upon receipt of an appropriate invoice the notice by paying the Affected Inventory Costs. In addition, any finished Products that have already been manufactured to support the original delivery schedule will be treated as cancelled as provided in Sections 6.3, 6.4 5.3 and 6.5 5.4 below. (c) Flextronics will use all reasonable commercial efforts to meet any quantity increases, which are subject to Materials and capacity availability. All reschedules or quantity increases outside of the table in subsection (a) require Flextronics’s approval, which shall which, in its sole discretion, may or may not be unreasonably withheld (but which may be withheld if Flextronics can demonstrate that such rescheduling would have a negative impact to Flextronics)granted. If Flextronics agrees to accept a reschedule to pull in a delivery date or an increase in quantities in excess of the flexibility table in subsection (a) and if there are extra costs to meet such reschedule or increase, Flextronics will inform Customer for its acceptance and approval in advance. (d) Any delays in the normal production or interruption in the workflow process caused by Customer’s changes in to the Manufacturing Specifications or failure to provide sufficient quantities or a reasonable quality level of Customer Controlled Materials where applicable to sustain the production schedule, will be considered a reschedule of any affected purchase orders for purposes of this Section 6.2 5.2 for the period of such delay. In addition, Customer shall be responsible for costs related to adjusting foreign currency hedging contracts due to changes in cash flows resulting from such delays. (e) For purposes of calculating the amount of Inventory and Special Inventory subject to subsection (b), the “Lead Time” shall be calculated as the Lead Time at the time of procurement of the Inventory and Special Inventory.

Appears in 2 contracts

Samples: Manufacturing Agreement (Cyan Inc), Manufacturing Services Agreement (Cyan Inc)

Quantity Increases and Shipment Schedule Changes. (a) For any accepted purchase order, Customer Purchase orders may (i) increase the quantity of Products or (ii) reschedule the quantity of Products and their shipment date as provided in the flexibility table below (the “Flexibility Table”): CDM - E - 5 - *** 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. [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Any decrease in quantity which is not be rescheduled in accordance with the terms outlined in the Flexibility Table below. Flextronics shall acknowledge, in this Section 6.2 writing, the receipt of Customer’s rescheduled purchase order within two (2) Business Days of receipt of such rescheduled purchase order. If the rescheduled purchase order receipt is not acknowledged within two (2) Business Days, said purchase order is deemed rejected. Flextronics shall notify customer of the reschedule purchase order acceptance or rejection within five (5) Business Days of receipt of rescheduled purchase order. Rescheduled purchase orders are deemed rejected if not accepted or rejected within five (5) Business Days of receipt of such purchase order. # of days before Shipment Date on Purchase Order Allowable Quantity Increases Maximum Reschedule Quantity Maximum Reschedule Period *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** FLEXTRONICS CONFIDENTIAL Customer may cancel the portion of a purchase order with deliveries schedule for greater than *** from the shipment date without liability or penalty. However, Customer is responsible for NCNR with lead time greater than *** and Special Inventory purchased pursuant to Customer’s purchase order, provided Flextronics has previously notified Customer of all NCNR and Special Inventory in writing. Any decrease in a purchase order quantity is considered a cancellation. Quantity cancellations are governed by , unless the terms of Section 6.3 belowdecreased quantity is rescheduled for delivery at a later date in accordance with the Flexibility Table. Any specific purchase order quantities increased or rescheduled pursuant to this Section 6.2(a5.3(a) may not be subsequently increased or rescheduled. For any changes (including but not limited to cancellation and reschedules) as described in this section, Customer shall be responsible for Inventory liability is set forth in Section 5.4(a) and the costs set forth in section Section 5.4(b). (b) All reschedules to push out delivery dates outside of the table in subsection (a) require Flextronics’s prior written approval, which Flextronics shall not be unreasonably withheld (but which may be withheld if Flextronics can demonstrate that such rescheduling would have a negative impact to Flextronics). If Customer and Flextronics do not agree in writing to specific terms with respect to any approved reschedule outside of this Section 6.2(a), then Customer will pay Flextronics the Monthly Charges for any such reschedule, calculated as of the first day after such reschedule for any Inventory and/or Special Inventory that was procured by Flextronics to support the original delivery schedule is not used to manufacture Product pursuant to an accepted purchase order within [***] of such reschedule. In addition, if Flextronics notifies Customer that such Inventory and/or Special Inventory has remained in Flextronics’s possession for more than [***] since such reschedule, then Customer agrees to pay Flextronics a carrying cost of [***] per month for said inventory and immediately purchase any Affected Inventory and/or Special Inventory at the end of the [***] month upon receipt of an appropriate invoice by paying the Affected Inventory Costs. In addition, any finished Products that have already been manufactured to support the original delivery schedule will be treated as cancelled as provided in Sections 6.3, 6.4 and 6.5 below. (c) Flextronics will use all reasonable commercial efforts to meet any quantity increases, which are subject to Materials and capacity availability. All reschedules or quantity increases outside of the table in subsection (a) Flexibility Table require Flextronics’s approval, which shall which, in its sole discretion, may or may not be unreasonably withheld (but which may be withheld if Flextronics can demonstrate that such rescheduling would have a negative impact to Flextronics)granted. If Flextronics agrees to accept a reschedule to pull in a delivery date or an increase in quantities in excess of the flexibility table in subsection (a) and if there are extra costs to meet such reschedule or increase, Flextronics will inform then Customer shall be liable for its acceptance and approval in advancesuch extra costs. (dc) Any delays in the normal production or interruption in the workflow process caused by Customer’s changes in to the Manufacturing Specifications will or failure to provide sufficient quantities or a reasonable quality level of Customer Controlled Materials where applicable to sustain the production schedule, shall be considered a reschedule of any affected purchase orders for purposes of this Section 6.2 5.3 for the period of such delay. (ed) For purposes of calculating Products that have been ordered by Customer and that have not been picked up in accordance with the amount of Inventory and Special Inventory subject to subsection (b), the “Lead Time” agreed upon shipment dates shall be calculated considered cancelled and Customer shall be responsible for such Products in the same manner as the Lead Time at the time of procurement of the Inventory and Special Inventoryset forth Section 5.3.

Appears in 2 contracts

Samples: Manufacturing Agreement (Violin Memory Inc), Manufacturing Services Agreement (Violin Memory Inc)

Quantity Increases and Shipment Schedule Changes. (a) For any accepted purchase order, Customer may (i) increase the quantity of Products or (ii) reschedule the quantity of Products and their shipment date as provided in the flexibility table below (the “Flexibility Table”): CDM - E - 5 - **# of days before Shipment Date on Purchase Order Allowable Quantity Increases Maximum Reschedule Quantity Maximum Reschedule Period * 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. [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] * * * * * * * * * * * Any decrease in purchase order quantity which is not considered a cancellation, unless the decreased quantity is rescheduled for delivery at a later date in accordance with the Flexibility Table in this Section 6.2 is considered a cancellationTable. Quantity cancellations are governed by the terms of Section 6.3 5.3 below. Any specific purchase order quantities increased or rescheduled pursuant to this Section 6.2(a5.2(a) may not be subsequently increased or rescheduledrescheduled without Flextronics’s consent, such consent not to be unreasonably withheld. (b) All reschedules Customer requests to push out delivery dates on purchase orders outside of the table in subsection (a) require Flextronics’s prior written approval, which shall which, in its reasonable discretion, may or may not be unreasonably withheld granted. Flextronics shall inform Customer of its decision within three (but which may 3) Business Days after Customer’s request. If Flextronics fails to respond within such three (3) Business Day period, it shall be withheld if Flextronics can demonstrate that such rescheduling would deemed to have a negative impact to Flextronics)approved Customer’s request. If Customer does not request prior approval from Flextronics for such reschedules, or if Customer and Flextronics Flextronics, acting reasonably, do not agree in writing to specific terms with respect to any approved reschedule outside of this Section 6.2(a)requested reschedule, then Customer will pay Flextronics the Monthly Charges (pro-rated for partial months) for any such reschedule, calculated as of from the first day * after such reschedule for any Inventory and/or Special Inventory that was procured by Flextronics to support the original delivery schedule that is not used to manufacture Product pursuant to an accepted purchase order within [***] * of such reschedule. In addition, if Flextronics notifies Customer that such Inventory and/or Special Inventory has remained in Flextronics’s possession for more than [***] * days since such reschedule, then Customer agrees to pay Flextronics a carrying cost of [***] per month for said inventory and immediately purchase any Affected affected Inventory and/or Special Inventory at the end of the [***] month upon receipt of an appropriate invoice the notice by paying the Affected Inventory Costs. In addition, any finished Products that have already been manufactured to support the original delivery schedule will be treated as cancelled as provided in Sections 6.35.3 and 5.4 below. * Notwithstanding the foregoing, 6.4 and 6.5 belowCustomer shall not be responsible for Common Materials that are also Flextronics Controlled Materials or for Production Materials under this Section 5.2(b). (c) Subject to Materials and capacity availability, Flextronics will use all reasonable commercial efforts to meet any quantity increases. In order for Flextronics to be able to meet the flexibility requirements stated in the table above, which are it shall use reasonable commercial efforts to maintain appropriate Materials inventory buffer stock, subject to Materials and capacity availability, required to meet the Product increases defined in such table. All reschedules or quantity increases outside of the such table in subsection (a) will require Flextronics’s approval, which shall which, in its reasonable discretion, may or may not be unreasonably withheld (but which may be withheld if Flextronics can demonstrate that such rescheduling would have a negative impact to Flextronics)granted. If Flextronics agrees to accept a reschedule to pull in advance a delivery date or an increase in quantities in excess of the flexibility table in subsection (a) and if there are extra costs to meet such reschedule or increase, Flextronics will inform Customer for and obtain its acceptance and approval in advance. (d) Any delays in the normal production or interruption in the workflow process caused by Customer’s changes to the Specifications not in accordance with the Manufacturing Specifications ECO process contemplated by Section 2.2 or failure to provide agreed quantities at the agreed time and quality level of Customer Supplied Materials where applicable to sustain the production schedule, will be considered a reschedule of any affected purchase orders for purposes of this Section 6.2 5.2 for the period of such delay. (e) For purposes of calculating the amount of Inventory and Special Inventory subject to subsection (b), the “Lead Time” shall be calculated as the Lead Time at the time of procurement of the Inventory and Special Inventory.

Appears in 2 contracts

Samples: Master Manufacturing Services Agreement, Master Manufacturing Services Agreement (Mitel Networks Corp)

Quantity Increases and Shipment Schedule Changes. (a) For any accepted purchase order, Customer may (i) increase the quantity of Products or (ii) reschedule the quantity of Products and their shipment date as provided in the flexibility table below (the “Flexibility Table”): CDM - E - 5 - Maximum Allowable Variance From Accepted Purchase Order Quantities/Shipment Dates # of days before Shipment Date on Purchase Order Allowable Quantity Increases Maximum Reschedule Quantity Maximum Reschedule Period 0-14 0 % 0 % 0 15-30 [*** 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. ]% [***] * ]% [**** ] 31-60 [***] * ]% [***] * ]% [**** ] days 61-90 [***] * ]% [***] * ]% [**** ] [***] [***] [***] [***] [***] [***] [***] [***] days Any decrease in quantity which is not considered a cancellation, unless the decreased quantity is rescheduled for delivery at a later date in accordance with the Flexibility Table in this Section 6.2 is considered a cancellationTable. Quantity cancellations are governed by the terms of Section 6.3 5.3 below. Any specific purchase order quantities increased or rescheduled pursuant to this Section 6.2(a5.2 (a) may not [***] = 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. be subsequently increased or rescheduled, unless such subsequent increase or reschedule also conforms to the Flexibility Table. (b) All reschedules to push out delivery dates outside of the table in subsection (a) require Flextronics’s prior written approval, which shall which, in its sole discretion, may or may not be unreasonably withheld (but which may be withheld if Flextronics can demonstrate that such rescheduling would have a negative impact to Flextronics)granted. If Customer does not request prior approval from Flextronics for such reschedules, or if Customer and Flextronics do not agree in writing to specific terms with respect to any approved reschedule outside of this Section 6.2(a)reschedule, then Customer will pay Flextronics the Monthly Charges for any such reschedule, calculated as of the first day after such reschedule for any Inventory and/or Special Inventory that was procured by Flextronics to support the original delivery schedule that is not used to manufacture Product pursuant to an accepted purchase order within [***] thirty (30) days of such reschedule. In addition, if Flextronics notifies Customer that such Inventory and/or Special Inventory has remained in Flextronics’s possession for more than [***] ninety (90) days since such reschedule, then Customer agrees to pay Flextronics a carrying cost of [***] per month for said inventory and immediately purchase any Affected affected Inventory and/or Special Inventory at the end of the [***] month upon receipt of an appropriate invoice the notice by paying the Affected Inventory Costs. In addition, any finished Products that have already been manufactured to support the original delivery schedule will be treated as cancelled as provided in Sections 6.3, 6.4 5.3 and 6.5 5.4 below. (c) Flextronics will use all reasonable commercial efforts to meet any quantity increases, which are subject to Materials and capacity availability. All reschedules or quantity increases outside of the table in subsection (a) require Flextronics’s approval, which shall which, in its sole discretion, may or may not be unreasonably withheld (but which may be withheld if Flextronics can demonstrate that such rescheduling would have a negative impact to Flextronics)granted. If Flextronics agrees to accept a reschedule to pull in a delivery date or an increase in quantities in excess of the flexibility table in subsection (a) and if there are extra costs to meet such reschedule or increase, Flextronics will inform Customer for its acceptance and approval in advance. (d) Any delays in the normal production or interruption in the workflow process caused by Customer’s changes in to the Manufacturing Specifications or failure to provide sufficient quantities or a reasonable quality level of Customer Controlled Materials where applicable to sustain the production schedule, will be considered a reschedule of any affected purchase orders for purposes of this Section 6.2 5.2 for the period of such delay. In addition, Customer shall be responsible for costs related to adjusting foreign currency hedging contracts due to changes in cash flows resulting from such delays. (e) For purposes of calculating the amount of Inventory and Special Inventory subject to subsection (b), the “Lead Time” shall be calculated as the Lead Time at the time of procurement of the Inventory and Special Inventory.

Appears in 1 contract

Samples: Manufacturing Agreement

Quantity Increases and Shipment Schedule Changes. (a) For any accepted purchase order, Customer may (ia) increase the quantity of Products or (iib) reschedule the quantity of Products and their shipment date as provided in the flexibility table below (the “Flexibility Table”): CDM - E - 5 - *** 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. [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Any decrease in quantity which is not considered a cancellation, unless the decreased quantity is rescheduled for delivery at a later date in accordance with the Flexibility Table in this Section 6.2 is considered a cancellationTable. Quantity cancellations are governed by the terms of Section 6.3 5.3 below. Any specific purchase order quantities increased or rescheduled pursuant to this Section 6.2(a5.2 (a) may not be subsequently increased or rescheduledrescheduled without the approval of Flextronics, provided that Flextronics will use good faith, commercially reasonable efforts in trying to accommodate any subsequent increase and/or rescheduling. (b) All reschedules to push out delivery dates outside of the table in subsection (a) require Flextronics’s prior written approval, which shall which, in its sole discretion may or may not be unreasonably withheld (but which may be withheld if Flextronics can demonstrate that such rescheduling would have a negative impact to Flextronics)granted. If Customer does not request prior approval from Flextronics for such reschedules, or if Customer and Flextronics do not agree in writing to specific terms with respect to any approved reschedule outside of this Section 6.2(a)reschedule, then Customer will pay Flextronics the Monthly Charges for any such reschedule, calculated as of the first day after such reschedule for any Inventory and/or Special Inventory that was procured by Flextronics to support the original delivery schedule that is not used to manufacture Product pursuant to an accepted purchase order within [****] of after such reschedule. In addition, if Flextronics notifies Customer that such Inventory and/or Special Inventory has remained in Flextronics’s possession for more than [****] since such reschedule, then Customer agrees agrees, subject to pay Flextronics a carrying cost of [***] per month for said inventory and immediately Section 5.4, to purchase any Affected affected Inventory and/or Special Inventory at the end of the [***] month upon receipt of an appropriate invoice the notice by paying the Affected Inventory Costs. In addition, any finished Products that have already been manufactured to support the original delivery schedule will be treated as cancelled as provided in Sections 6.3, 6.4 5.3 and 6.5 5.4 below. (c) Flextronics will use all commercially reasonable efforts meet any quantity increases within the Flexibility Table, and will use reasonable commercial efforts to meet any quantity increasesincreases outside the Flexibility Table, which are subject to Materials and capacity availability. All reschedules or quantity increases outside of the table in subsection (a) require Flextronics’s approval, which shall which, in its sole discretion, may or may not be unreasonably withheld (but which may be withheld if granted, provided that Flextronics can demonstrate that such rescheduling would have a negative impact will use good faith, commercially reasonable efforts in trying to Flextronics)accommodate any subsequent increase and/or rescheduling. If Flextronics agrees to accept a reschedule to pull in a delivery date or an increase in quantities in excess of the flexibility table Flexibility Table in subsection (a) and if there are extra costs to meet such reschedule or increase, Flextronics will inform Customer for its written acceptance and approval in advance.. ****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. FLEXTRONICS CONFIDENTIAL (d) Any delays in the normal production or interruption in the workflow process caused by Customer’s changes in to the Manufacturing Specifications or failure to provide sufficient quantities or a reasonable quality level of Customer Controlled Materials where applicable to sustain the production schedule, will be considered a reschedule of any affected purchase orders for purposes of this Section 6.2 5.2 for the period of such delay. (e) For purposes of calculating the amount of Inventory and Special Inventory subject to subsection (b), the “Lead Time” shall be calculated as the Lead Time at the time of procurement of the Inventory and Special Inventory.

Appears in 1 contract

Samples: Manufacturing Services Agreement (Alimera Sciences Inc)

Quantity Increases and Shipment Schedule Changes. (a) For any accepted purchase order, Customer may (i) increase the quantity of Products or (ii) reschedule the quantity of Products and their shipment date as provided in the flexibility table below (the "Flexibility Table"): CDM - E - 5 - *** Certain information # of days before Allowable Maximum Maximum Shipment Date Quantity Reschedule Reschedule 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. [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Purchase Order Increases Quantity Period 0-14 0% 0% 0 15-30 10% 0% 0 31-60 20% 10% 30 days 61-90 30% 20% 30 days Any decrease in quantity which is not considered a cancellation, unless the decreased quantity is rescheduled for delivery at a later date in accordance with the Flexibility Table in this Section 6.2 is considered a cancellationTable. Quantity cancellations are governed by the terms of Section 6.3 5.3 below. Any specific purchase order quantities increased or rescheduled pursuant to this Section 6.2(a5.2 (a) may not be subsequently increased or rescheduled. (b) All reschedules to push out delivery dates outside of the table in subsection (a) require Flextronics’s 's prior written approval, which shall which, in its sole discretion, mayor may not be unreasonably withheld (but which may be withheld if Flextronics can demonstrate that such rescheduling would have a negative impact to Flextronics)granted. If Customer does not request prior approval from Flextronics for such reschedules, or if Customer and Flextronics do not agree in writing to specific terms with respect to any approved reschedule outside of this Section 6.2(a)reschedule, then Customer will pay Flextronics the Monthly Charges for any such reschedule, calculated as of the first day after such reschedule for any Inventory and/or Special Inventory that was procured by Flextronics to support the original delivery schedule that is not used to manufacture Product pursuant to an accepted purchase order within [***] thirty (30) days of such reschedule. In addition, if Flextronics notifies Customer that such Inventory and/or Special Inventory has remained in Flextronics’s 's possession for more than [***] ninety (90) days since such reschedule, then Customer agrees to pay Flextronics a carrying cost of [***] per month for said inventory and immediately purchase any Affected affected Inventory and/or Special Inventory at the end of the [***] month upon receipt of an appropriate invoice the notice by paying the Affected Inventory Costs. In addition, any finished Products that have already been manufactured to support the original delivery schedule will be treated as cancelled as provided in Sections 6.3, 6.4 5.3 and 6.5 5.4 below. (c) Flextronics will use all reasonable commercial efforts to meet any quantity increases, which are subject to Materials and capacity availability. All reschedules or quantity increases outside of the table in subsection (a) require Flextronics’s FIextronics's approval, which shall which, in its sole discretion, mayor may not be unreasonably withheld (but which may be withheld if Flextronics can demonstrate that such rescheduling would have a negative impact to Flextronics)granted. If Flextronics agrees to accept a reschedule to pull in a delivery date or an increase in quantities in excess of the flexibility table in subsection (a) and if there are extra costs to meet such reschedule or increase, Flextronics will inform Customer for its acceptance and approval in advance. (d) Any delays in the normal production or interruption in the workflow process caused by Customer’s 's changes in to the Manufacturing Specifications or failure to provide sufficient quantities or a reasonable quality level of Customer Controlled Materials where applicable to sustain the production schedule, will be considered a reschedule of any affected purchase orders for purposes of this Section 6.2 5.2 for the period of such delay. In addition, Customer shall be responsible for costs related to adjusting foreign currency hedging contracts due to changes in cash flows resulting from such delays. (e) For purposes of calculating the amount of Inventory and Special Inventory subject to subsection (b), the "Lead Time" shall be calculated as the Lead Time at the time of procurement of the Inventory and Special Inventory.

Appears in 1 contract

Samples: Manufacturing Agreements (Clearone Communications Inc)

Quantity Increases and Shipment Schedule Changes. (a) For any accepted purchase order, Customer may (i) increase the quantity of Products or (ii) reschedule the quantity of Products and their shipment date as provided in the flexibility table below (the “Flexibility Table”): CDM - E - 5 - *** Certain information Maximum Allowable Variance From Accepted Purchase Order Quantities/Shipment Dates # of days before Allowable Maximum Maximum Shipment Date Quantity Reschedule Reschedule 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. [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Purchase Order Increases Quantity Period [***] [***] [***] [***] Any decrease in quantity which is not considered a cancellation, unless the decreased quantity is rescheduled for delivery at a later date in accordance with the Flexibility Table in this Section 6.2 is considered a cancellationTable. Quantity cancellations are governed by the terms of Section 6.3 5.3 below. Any specific purchase order quantities increased or rescheduled pursuant to this Section 6.2(a5.2(a) may not be subsequently increased or rescheduled. (b) All reschedules to push out delivery dates outside of the table in subsection (aSection 5.2(a) require Flextronics’s prior written approval, which shall which, in its sole discretion, may or may not be unreasonably withheld (but which may be withheld if Flextronics can demonstrate that such rescheduling would have a negative impact to Flextronics)granted. If Customer does not request prior approval from Flextronics for such reschedules, or if Customer and Flextronics do not agree in writing to specific terms with respect to any approved reschedule outside of this Section 6.2(a)reschedule, then Customer will pay Flextronics the Monthly Charges for any such reschedule, calculated as of the first [***] day after such reschedule for any Inventory and/or Special Inventory that was procured by Flextronics to support the original delivery schedule that is not used to manufacture Product pursuant to an accepted purchase order within [***] of such reschedule. In addition, if Flextronics notifies Customer that such Inventory and/or Special Inventory has remained in Flextronics’s possession for more than [***] since such reschedule, then Customer agrees to pay Flextronics a carrying cost of [***] per month for said inventory and immediately purchase any Affected affected Inventory and/or Special Inventory at the end of the [***] month upon receipt of an appropriate invoice the notice by paying the Affected Inventory Costs. In addition, any finished Products that have already been manufactured to support the original delivery schedule will be treated as cancelled as provided in Sections 6.3, 6.4 5.3 and 6.5 5.4 below. (c) Flextronics will use all reasonable commercial efforts to meet any quantity increases, which are subject to Materials and capacity availability. All reschedules or quantity increases outside of the table in subsection (aSection 5.2(a) require Flextronics’s approval, which shall which, in its sole discretion, may or may not be unreasonably withheld (but which may be withheld if Flextronics can demonstrate that such rescheduling would have a negative impact to Flextronics)granted. If Flextronics agrees to accept a reschedule to pull in a delivery date or an increase in quantities in excess of the flexibility table in subsection (aSection 5.2(a) and if there are extra costs to meet such reschedule or increase, Flextronics will inform Customer for its acceptance and approval in advance. (d) Any delays in the normal production or interruption in the workflow process caused by Customer’s changes in to the Manufacturing Specifications or failure to provide sufficient quantities or a reasonable quality level of Customer Controlled Materials where applicable to sustain the production schedule, will be considered a reschedule of any affected purchase orders for purposes of this Section 6.2 5.2 for the period of such delay. In addition, Customer shall be responsible for costs related to adjusting foreign currency hedging contracts due to changes in cash flows resulting from such delays. (e) For purposes of calculating the amount of Inventory and Special Inventory subject to subsection (bSection 5.2(b), the “Lead Time” shall be calculated as the Lead Time at the time of procurement of the Inventory and Special Inventory.

Appears in 1 contract

Samples: Manufacturing Agreement (Insulet Corp)

Quantity Increases and Shipment Schedule Changes. (a) For any accepted purchase order, Customer may (i) increase the quantity of Products or (ii) reschedule the quantity of Products and their shipment date as provided in the flexibility table below (the “Flexibility Table”): CDM - E - 5 - *** *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. Maximum Allowable Variance From Accepted Purchase Order Quantities/Shipment Dates # of days before Shipment Date on Purchase Order Allowable Quantity Increases Maximum Reschedule Quantity Maximum Reschedule Period [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Any decrease in quantity which is not considered a cancellation, unless the decreased quantity is rescheduled for delivery at a later date in accordance with the Flexibility Table in this Section 6.2 is considered a cancellationTable. Quantity cancellations are governed by the terms of Section 6.3 5.3 below. Any specific purchase order quantities increased or rescheduled pursuant to this Section 6.2(a5.2 (a) may not be subsequently increased or rescheduled. (b) All reschedules to push out delivery dates outside of the table in subsection (a) require Flextronics’s prior written approval, which shall which, in its sole discretion, may or may not be unreasonably withheld (but which may be withheld if Flextronics can demonstrate that such rescheduling would have a negative impact to Flextronics)granted. If Customer does not request prior approval from Flextronics for such reschedules, or if Customer and Flextronics do not agree in writing to specific terms with respect to any approved reschedule outside of this Section 6.2(a)reschedule, then Customer will pay Flextronics the Monthly Charges for any such reschedule, calculated as of the first [***] day after such reschedule for any Inventory and/or Special Inventory that was procured by Flextronics to support the original delivery schedule that is not used to manufacture Product pursuant to an accepted purchase order within [***] of such reschedule. In addition, if Flextronics notifies Customer that such Inventory and/or Special Inventory has remained in Flextronics’s possession for more than [***] since such reschedule, then Customer agrees to pay Flextronics a carrying cost of [***] per month for said inventory and immediately purchase any Affected affected Inventory and/or Special Inventory at the end of the [***] month upon receipt of an appropriate invoice the notice by paying the Affected Inventory Costs. In addition, any finished Products that have already been manufactured to support the original delivery schedule will be treated as cancelled as provided in Sections 6.3, 6.4 5.3 and 6.5 5.4 below. (c) Flextronics will use all reasonable commercial efforts to meet any quantity increases, which are subject to Materials and capacity availability. All reschedules or quantity increases outside of the table in subsection (a) require Flextronics’s approval, which shall which, in its sole discretion, may or may not be unreasonably withheld (but which may be withheld if Flextronics can demonstrate that such rescheduling would have a negative impact to Flextronics)granted. If Flextronics agrees to accept a reschedule to pull in a delivery date or an increase in quantities in excess of the flexibility table in subsection (a) and if there are extra costs to meet such reschedule or increase, Flextronics will inform Customer for its acceptance and approval in advance. (d) Any delays in the normal production or interruption in the workflow process caused by Customer’s changes in to the Manufacturing Specifications or failure to provide sufficient quantities or a reasonable quality level of Customer Controlled Materials where applicable to sustain the production schedule, will be considered a reschedule of any affected purchase orders for purposes of this Section 6.2 5.2 for the period of such delay. In addition, Customer shall be responsible for costs related to adjusting foreign currency hedging contracts due to changes in cash flows resulting from such delays. (e) For purposes of calculating the amount of Inventory and Special Inventory subject to subsection (b), the “Lead Time” shall be calculated as the Lead Time at the time of procurement of the Inventory and Special Inventory.

Appears in 1 contract

Samples: Manufacturing Agreement

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Quantity Increases and Shipment Schedule Changes. (a) For any accepted purchase orderorder or provided forecasts, Customer may (i) increase the quantity of Products or (ii) reschedule the quantity of Products and their shipment date as provided below, in accordance with the flexibility table below following: (i) For BTO Products: A. Purchase orders may not be rescheduled except by mutual agreement, which Flextronics may grant or withhold in its sole discretion. B. The forecast may be increased or decreased as required by Customer. Decreases in forecast shall be treated as cancellations, * Confidential treatment has been requested with respect to the information statement contained within the “Flexibility Table”): CDM - E - 5 - [*** Certain information on this page has ]” marking. The marked portions have been omitted from this filing and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested for which Customer shall be responsible for costs and liabilities set forth in Section 5.3 below. For increases in forecast, Section 5. 2(b) shall apply. (ii) For all other Products, Customer may adjust the quantity of Products ordered or forecast in accordance with respect to the omitted portions. [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] following table (the “Flexibility Table”): Any decrease in quantity which is not considered a cancellation, unless the decreased quantity is rescheduled for delivery at a later date in accordance with the Flexibility Table in this Section 6.2 is considered a cancellation. Quantity cancellations are governed by the terms of Section 6.3 belowTable. Any specific purchase order quantities increased or rescheduled pursuant to this Section 6.2(a5.2(a) may not be subsequently increased or rescheduled. For any changes (including but not limited to cancellation and reschedules), Customer shall be responsible for Inventory liability is set forth in 5.3(a) and the costs set forth in section 5.3(b). (b) All reschedules to push out delivery dates outside of the table in subsection (a) require Flextronics’s prior written approval, which Flextronics shall not be unreasonably withheld (but which may be withheld if Flextronics can demonstrate that such rescheduling would have a negative impact to Flextronics). If Customer and Flextronics do not agree in writing to specific terms with respect to any approved reschedule outside of this Section 6.2(a), then Customer will pay Flextronics the Monthly Charges for any such reschedule, calculated as of the first day after such reschedule for any Inventory and/or Special Inventory that was procured by Flextronics to support the original delivery schedule is not used to manufacture Product pursuant to an accepted purchase order within [***] of such reschedule. In addition, if Flextronics notifies Customer that such Inventory and/or Special Inventory has remained in Flextronics’s possession for more than [***] since such reschedule, then Customer agrees to pay Flextronics a carrying cost of [***] per month for said inventory and immediately purchase any Affected Inventory and/or Special Inventory at the end of the [***] month upon receipt of an appropriate invoice by paying the Affected Inventory Costs. In addition, any finished Products that have already been manufactured to support the original delivery schedule will be treated as cancelled as provided in Sections 6.3, 6.4 and 6.5 below. (c) Flextronics will use all reasonable commercial efforts to meet any quantity increases, which are subject to Materials and capacity availability. All reschedules or quantity increases outside of the table in subsection (a) Flexibility Table require Flextronics’s approval, which shall which, in its sole discretion, may or may not be unreasonably withheld (but which may be withheld if Flextronics can demonstrate that such rescheduling would have a negative impact to Flextronics)granted. If Flextronics agrees to accept a reschedule to pull in a delivery date or an increase in quantities in excess of the flexibility table in subsection (a) Flexibility Table, and if there are extra costs to meet such reschedule or increase, Flextronics will inform then Customer shall be liable for its acceptance and approval in advancesuch extra costs. (dc) Any delays in the normal production or interruption in the workflow process caused by Customer’s changes in to the Manufacturing Specifications will or failure to provide sufficient quantities or a reasonable quality level of Customer Controlled Materials where applicable to sustain the production schedule, shall be considered a reschedule of any affected purchase orders for purposes of this Section 6.2 5.2 for the period of such delay. (d) Products that have been ordered by Customer and that have not been picked up in accordance with the agreed upon shipment dates shall be considered cancelled and Customer shall be responsible for such Products in the same manner as set forth Section 5.3. * Confidential treatment has been requested with respect to the information statement contained within the “[*]” marking. The marked portions have been omitted from this filing and filed separately with the Securities and Exchange Commission. (e) For purposes of calculating If the forecast for any period is less than the previous forecast supplied over the same period, that amount of Inventory shall be considered canceled and Customer shall be responsible for any Special Inventory subject purchased or ordered by Flextronics to subsection (b), support the “Lead Time” shall be calculated as the Lead Time at the time of procurement of the Inventory and Special Inventoryforecast.

Appears in 1 contract

Samples: Manufacturing Services Agreement (Infoblox Inc)

Quantity Increases and Shipment Schedule Changes. (a) For any accepted purchase order, Customer may (ia) increase the quantity of Products or (iib) reschedule the quantity of Products and their shipment date as provided in the flexibility table below (the “Flexibility Table”): CDM - E - 5 - *** 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. [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Any decrease in quantity which is not considered a cancellation, unless the decreased quantity is rescheduled for delivery at a later date in accordance with the Flexibility Table in this Section 6.2 is considered a cancellationTable. Quantity cancellations are governed by the terms of Section 6.3 5.3 below. Any specific purchase order quantities increased or rescheduled pursuant to this Section 6.2(a5.2 (a) may not be subsequently increased or rescheduledrescheduled without the approval of Flextronics, provided that Flextronics will use good faith, commercially reasonable efforts in trying to accommodate any subsequent increase and/or rescheduling. (b) All reschedules to push out delivery dates outside of the table in subsection (a) require Flextronics’s prior written approval, which shall which, in its sole discretion may or may not be unreasonably withheld (but which may be withheld if Flextronics can demonstrate that such rescheduling would have a negative impact to Flextronics)granted. If Customer does not request prior approval from Flextronics for such reschedules, or if Customer and Flextronics do not agree in writing to specific terms with respect to any approved reschedule outside of this Section 6.2(a)reschedule, then Customer will pay Flextronics the Monthly Charges for any such reschedule, calculated as of the first day after such reschedule for any Inventory and/or Special Inventory that was procured by Flextronics to support the original delivery schedule that is not used to manufacture Product pursuant to an accepted purchase order within [****] of after such reschedule. In addition, if Flextronics notifies Customer that such Inventory and/or Special Inventory has remained in Flextronics’s possession for more than [****] since such reschedule, then Customer agrees agrees, subject to pay Flextronics a carrying cost of [***] per month for said inventory and immediately Section 5.4, to purchase any Affected affected Inventory and/or Special Inventory at the end of the [***] month upon receipt of an appropriate invoice the notice by paying the Affected Inventory Costs. In addition, any finished Products that have already been manufactured to support the original delivery schedule will be treated as cancelled as provided in Sections 6.3, 6.4 5.3 and 6.5 5.4 below. (c) Flextronics will use all commercially reasonable efforts meet any quantity increases within the Flexibility Table, and will use reasonable commercial efforts to meet any quantity increasesincreases outside the Flexibility Table, which are subject to Materials and capacity availability. All reschedules or quantity increases outside of the table in subsection (a) require Flextronics’s approval, which shall which, in its sole discretion, may or may not be unreasonably withheld (but which may be withheld if granted, provided that Flextronics can demonstrate that such rescheduling would have a negative impact will use good faith, commercially reasonable efforts in trying to Flextronics)accommodate any subsequent increase and/or rescheduling. If Flextronics agrees to accept a reschedule to pull in a delivery date or an increase in quantities in excess of the flexibility table Flexibility Table in subsection (a) and if there are extra costs to meet such reschedule or increase, Flextronics will inform Customer for its written acceptance and approval in advance.. Flextronics Confidential Information ****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. FLEXTRONICS CONFIDENTIAL (d) Any delays in the normal production or interruption in the workflow process caused by Customer’s changes in to the Manufacturing Specifications or failure to provide sufficient quantities or a reasonable quality level of Customer Controlled Materials where applicable to sustain the production schedule, will be considered a reschedule of any affected purchase orders for purposes of this Section 6.2 5.2 for the period of such delay. (e) For purposes of calculating the amount of Inventory and Special Inventory subject to subsection (b), the “Lead Time” shall be calculated as the Lead Time at the time of procurement of the Inventory and Special Inventory.

Appears in 1 contract

Samples: Manufacturing Services Agreement (Alimera Sciences Inc)

Quantity Increases and Shipment Schedule Changes. (a) For any accepted purchase order, Customer may (i) increase the quantity of Products or (ii) reschedule the quantity of Products and their shipment date as provided in the flexibility table below (the “Flexibility Table”): CDM - E - 5 - # of days before Shipment Date on Purchase Order Allowable Quantity Increases Maximum Reschedule Quantity Maximum Reschedule Period 0-14 0% 0% 0 15-30 [*** 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. *]% [***]% [***] 31-60 [***]% [***]% [***] days 61-90 [***]% [***]% [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] days Any decrease in quantity which is not considered a cancellation, unless the decreased quantity is rescheduled for delivery at a later date in accordance with the Flexibility Table in this Section 6.2 is considered a cancellationTable. Quantity cancellations are governed by the terms of Section 6.3 5.3 below. Any specific purchase order quantities increased or rescheduled pursuant to this Section 6.2(a5.2 (a) may not be subsequently increased or rescheduled, unless such subsequent increase or reschedule also conforms to the Flexibility Table. (b) All reschedules to push out delivery dates outside of the table in subsection (a) require Flextronics’s prior written approval, which shall which, in its sole discretion, may or may not be unreasonably withheld (but which may be withheld if Flextronics can demonstrate that such rescheduling would have a negative impact to Flextronics)granted. If Customer does not request prior approval from Flextronics for such reschedules, or if Customer and Flextronics do not agree in writing to specific terms with respect to any approved reschedule outside of this Section 6.2(a)reschedule, then Customer will pay Flextronics the Monthly Charges for any such reschedule, calculated as of the first day after such reschedule for any Inventory and/or Special Inventory that was procured by Flextronics to support the original delivery schedule that is not used to manufacture Product pursuant to an accepted purchase order within [***] thirty (30) days of such reschedule. In addition, if Flextronics notifies Customer that such Inventory and/or Special Inventory has remained in Flextronics’s possession for more than [***] ninety (90) days since such reschedule, then Customer agrees to pay Flextronics a carrying cost of [***] per month for said inventory and immediately purchase any Affected affected Inventory and/or Special Inventory at the end of the [***] month upon receipt of an appropriate invoice the notice by paying the Affected Inventory Costs. In addition, any finished Products that have already been manufactured to support the original delivery schedule will be treated as cancelled as provided in Sections 6.3, 6.4 5.3 and 6.5 5.4 below. (c) Flextronics will use all reasonable commercial efforts to meet any quantity increases, which are subject to Materials and capacity availability. All reschedules or quantity increases outside of the table in subsection (a) require Flextronics’s approval, which shall which, in its sole discretion, may or may not be unreasonably withheld (but which may be withheld if Flextronics can demonstrate that such rescheduling would have a negative impact to Flextronics)granted. If Flextronics agrees to accept a reschedule to pull in a delivery date or an increase in quantities in excess of the flexibility table in subsection (a) and if there are extra costs to meet such reschedule or increase, Flextronics will inform Customer for its acceptance and approval in advance. (d) Any delays in the normal production or interruption in the workflow process caused by Customer’s changes in to the Manufacturing Specifications or failure to provide sufficient quantities or a reasonable quality level of Customer Controlled Materials where applicable to sustain the production schedule, will be considered a reschedule of any affected purchase orders for purposes of this Section 6.2 5.2 for the period of such delay. In addition, Customer shall be responsible for costs related to adjusting foreign currency hedging contracts due to changes in cash flows resulting from such delays. (e) For purposes of calculating the amount of Inventory and Special Inventory subject to subsection (b), the “Lead Time” shall be calculated as the Lead Time at the time of procurement of the Inventory and Special Inventory.

Appears in 1 contract

Samples: Manufacturing Agreement (Enphase Energy, Inc.)

Quantity Increases and Shipment Schedule Changes. (a) For any accepted purchase order, Customer may may: (i) increase the quantity of Products or (ii) reschedule the quantity of Products and their shipment date as provided in the flexibility table below (the “Flexibility Table”): CDM - E - 5 - # of days before Shipment Date on Purchase Order Allowable Quantity Increases Maximum Reschedule Quantity Maximum Reschedule Period **** 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. [***] [* ***] [* ***] [* ***] [* ***] [* ***] [* ***] [* ***] [* ***] [* ***] [* ***] [* ***] [* ***] [* ***] [* ***] [***] * Any decrease in quantity which is not considered a cancellation, unless the decreased quantity is rescheduled for delivery at a later date in accordance with the Flexibility Table in this Section 6.2 is considered a cancellationTable. Quantity cancellations are governed by the terms of Section 6.3 5.3 below. Any specific purchase order quantities increased or rescheduled pursuant to this Section 6.2(a5.2 (a) may not be subsequently increased or rescheduled. The Flexibility Table may be amended during the term of this Agreement as may be required and agreed to in writing by both parties and without the need to amend this Agreement. (b) All Purchase Order reschedules to push out extend delivery dates outside of the table Flexibility Table in subsection (a) require Flextronics’s prior written approval, which shall not be unreasonably withheld (but which may be withheld if Flextronics can demonstrate that such rescheduling would have a negative impact to Flextronics). If Customer and Flextronics do not agree in writing to specific terms with respect to any approved reschedule outside of this Section 6.2(a), then Customer will pay Flextronics Flextronics, in accordance with Sections 3.5 and 5.4, the Monthly Charges for any such reschedule, calculated as of the first day after such reschedule for any Inventory and/or Special Inventory that was procured by Flextronics to support the original delivery schedule that is not used to manufacture Product pursuant to an accepted purchase order within [***] * of such reschedule. In addition, if Flextronics notifies Customer that such Inventory and/or Special Inventory has remained in Flextronics’s possession for more than [***] * since such reschedule, then Customer agrees to pay Flextronics a carrying cost of [***] per month for said inventory and immediately purchase any Affected affected Inventory and/or Special Inventory at the end of the [***] month upon receipt of an appropriate invoice the notice by paying the Affected Inventory Costs, in accordance with Section 3.5. In addition, any finished Products that have already been manufactured to support the original delivery schedule will be treated as cancelled as provided in Sections 6.3, 6.4 5.3 and 6.5 5.4 below. (c) Flextronics will use all reasonable commercial efforts to meet any quantity increases, which are subject to Materials and capacity availability. All reschedules or quantity increases outside of to receive delivery sooner than the table in subsection (a) original delivery date require Flextronics’s prior written approval, which shall may not be unreasonably withheld (but which may be withheld if Flextronics can demonstrate that such rescheduling would have a negative impact to Flextronics)or delayed. If Flextronics agrees to accept a reschedule to pull in a meet an earlier delivery date or an increase in quantities in excess of the flexibility table in subsection (a) date, and if there are extra costs to meet such reschedule or increasedate, Flextronics will inform Customer of such costs for its Customer’s acceptance and approval in advance. (d) Any delays advance of incurring any such costs. In addition, if there are repeated instances in which Customer reschedules orders outside of the normal production or interruption Flexibility Table as described in the workflow process caused by Customer’s changes in the Manufacturing Specifications will be considered a reschedule of any affected purchase orders for purposes of this Section 6.2 for **** Certain information on this page has been omitted and filed separately with the period of such delaySecurities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (e) For purposes of calculating the amount of Inventory and Special Inventory subject to subsection (b), the “Lead Time” shall be calculated as the Lead Time at the time of procurement of the Inventory and Special Inventory.

Appears in 1 contract

Samples: Manufacturing Agreements (TRIA Beauty, Inc.)

Quantity Increases and Shipment Schedule Changes. (a) For any accepted purchase order, Customer may (i) increase the quantity of Products or (ii) reschedule the quantity of Products and their shipment date date, as provided in the flexibility table below (the “Flexibility Table”): CDM - E - 5 - *** 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 requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. Any decrease in quantity which is not considered a cancellation, unless the decreased quantity is rescheduled for delivery at a later date in accordance with the Flexibility Table in this Section 6.2 is considered a cancellationTable. Quantity cancellations are governed by the terms of Section 6.3 5.3 below. Any specific purchase order quantities that are increased or rescheduled pursuant to this Section 6.2(a5.2 (a) may not be subsequently increased or rescheduled. (b) All reschedules to push out delivery dates outside of the table in subsection (a) require Flextronics’s prior written approval, which shall which, in its sole discretion, may or may not be unreasonably withheld (but which may be withheld if Flextronics can demonstrate that such rescheduling would have a negative impact to Flextronics)granted. If Customer does not request prior approval from Flextronics for such reschedules, or if Customer and Flextronics do not agree in writing to specific terms with respect to any approved reschedule outside of this Section 6.2(a)reschedule, then Customer will pay Flextronics the Monthly Charges [***] for any such reschedule, calculated as of the first day [***] ([***]) [***] after such reschedule for any Inventory and/or Special Inventory that was procured by Flextronics to support the original delivery schedule that is not used to manufacture Product pursuant to an accepted purchase order within [***] ([***]) [***] of such reschedule. In addition, if Flextronics notifies Customer that such Inventory and/or Special Inventory has remained in Flextronics’s possession for more than [***] ([***]) [***] since such reschedule, then Customer agrees to pay Flextronics a carrying cost of [***] per month for said inventory and immediately purchase any Affected affected Inventory and/or Special Inventory at the end of the [***] month upon receipt of an appropriate invoice the notice by paying the Affected Inventory Costs. In addition, any finished Products that have already been manufactured to support the original delivery schedule will be treated as cancelled as provided in Sections 6.35.3, 6.4 5.4, and 6.5 5.5 below. (c) Flextronics will use all reasonable commercial efforts to meet any quantity increases, which are subject to Materials and capacity availability. All reschedules or quantity increases outside of the table in subsection (a) require Flextronics’s approval, which shall which, in its sole discretion, may or may not be unreasonably withheld (but which may be withheld if Flextronics can demonstrate that such rescheduling would have a negative impact to Flextronics)granted. If Flextronics agrees to accept a reschedule to pull in a delivery date or an increase in quantities in excess of the flexibility table in subsection (a) and if there are extra costs to meet such reschedule or increase, Flextronics will inform Customer for its acceptance and approval in advance. (d) Any delays in the normal production or interruption in the workflow process caused by Customer’s changes in to the Manufacturing Specifications or failure to provide sufficient quantities or a reasonable quality level of Customer Controlled Materials where applicable to sustain the production schedule, will be considered a reschedule of any affected purchase orders for purposes of this Section 6.2 5.2 for the period of such delay. In addition, Customer shall be responsible for costs related to adjusting foreign currency hedging contracts due to changes in cash flows resulting from such delays. (e) For purposes of calculating the amount of Inventory and Special Inventory subject to subsection (b), the “Lead Time” shall be calculated as the Lead Time at the time of procurement of the Inventory and Special Inventory.

Appears in 1 contract

Samples: Manufacturing Services Agreement (Hemosense Inc)

Quantity Increases and Shipment Schedule Changes. (a) For any accepted purchase order, Customer Aruba may (i) increase the quantity of Products or (ii) reschedule the quantity of Products and their shipment date as provided in the flexibility table below (the “Flexibility Table”): CDM - E - 5 - *** 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. [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Maximum Allowable Variance From Accepted Purchase Order Quantities/Shipment Dates 15-30 15 % 0 % 0 days 31-60 30 % 20 % 30 days 61-90 50 % 40 % 60 days Any decrease in quantity which is not considered a cancellation, unless the decreased quantity is rescheduled for delivery at a later date in accordance with the Flexibility Table in this Section 6.2 is considered a cancellationTable. Quantity cancellations are governed by the terms of Section 6.3 5.4 below. Any specific purchase order quantities increased or rescheduled pursuant to this Section 6.2(asubsection (a) may not be subsequently increased or rescheduled. (b) All reschedules to push out delivery dates outside of the table in subsection (a) require Flextronics’s prior written approval, which shall which, in its sole discretion, may or may not be unreasonably withheld (but which may be withheld if Flextronics can demonstrate that such rescheduling would have a negative impact to Flextronics)granted. If Customer Authorized Purchaser does not request prior approval from Flextronics, or if Authorized Purchaser and Flextronics do not agree in writing to specific terms with respect to any approved reschedule outside of this Section 6.2(a)reschedule, then Customer Authorized Purchaser will pay Flextronics the Monthly Charges for any such reschedule, calculated as of the first day after such reschedule for any Inventory and/or Special Inventory that was procured by Flextronics to support the original delivery schedule that is not used to manufacture Product pursuant to an accepted purchase order within [***] thirty (30) days of such reschedule. In addition, if Flextronics notifies Customer that such for all NCNR Inventory and/or NCNR Special Inventory that has remained in Flextronics’s possession for more than [***] ninety (90) days since such reschedule, then Customer Aruba agrees to pay Flextronics a carrying cost of [***] per month for said inventory and immediately purchase any Affected affected Inventory and/or Special Inventory at the end of the [***] month upon receipt of an appropriate invoice the notice from Flextronics by paying the Affected Inventory Costs. In addition, any finished Products that have already been manufactured to support the original delivery schedule will be treated as cancelled as provided in Sections 6.35.4, 6.4 5.5 and 6.5 5.6 below. (c) Flextronics will use all reasonable commercial efforts to meet any quantity increases, which are subject to Materials and capacity availability. All reschedules or quantity increases outside of the table in subsection (a) require Flextronics’s approval, which shall which, in its sole discretion, may or may not be unreasonably withheld (but which may be withheld if Flextronics can demonstrate that such rescheduling would have a negative impact to Flextronics)granted. If Flextronics agrees to accept a reschedule to pull in a delivery date or an increase in quantities in excess of the flexibility table in subsection (a) and if there are extra costs to meet such reschedule or increase, Flextronics will inform Customer Aruba for its acceptance and approval in advance. (d) Any delays in the normal production or interruption in the workflow process caused by Customer’s Aruba ‘s changes in to the Manufacturing Specifications or failure to provide sufficient quantities or a reasonable quality level of Aruba Controlled Materials where applicable to sustain the production schedule, will be considered a reschedule of any affected purchase orders for purposes of this Section 6.2 5.3 for the period of such delay. (e) For purposes of calculating the amount of Inventory and Special Inventory subject to subsection (b), the “Lead Time” shall be calculated as the Lead Time at the time of procurement of the Inventory and Special Inventory.

Appears in 1 contract

Samples: Manufacturing Agreement (Aruba Networks, Inc.)

Quantity Increases and Shipment Schedule Changes. (a) For any accepted purchase order, Customer may (i) increase the quantity of Products or (ii) reschedule the quantity of Products and their shipment date as provided in the flexibility table below (the “Flexibility Table”): CDM - E - 5 - Maximum Allowable Variance From Accepted Purchase Order Quantities/Shipment Dates # of days before Shipment Date on Purchase Order Allowable Quantity Increases Maximum Reschedule Quantity Maximum Reschedule Period 0-14 0% 0% 0 15-30 [*** 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. *]% [***]% [***] 31-60 [***]% [***]% [***] days 61-90 [***]% [***]% [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] days Any decrease in quantity which is not considered a cancellation, unless the decreased quantity is rescheduled for delivery at a later date in accordance with the Flexibility Table in this Section 6.2 is considered a cancellationTable. Quantity cancellations are governed by the terms of Section 6.3 5.3 below. Any specific purchase order quantities increased or rescheduled pursuant to this Section 6.2(a5.2 (a) may not be subsequently increased or rescheduled, unless such subsequent increase or reschedule also conforms to the Flexibility Table. (b) All reschedules to push out delivery dates outside of the table in subsection (a) require Flextronics’s prior written approval, which shall which, in its sole discretion, may or may not be unreasonably withheld (but which may be withheld if Flextronics can demonstrate that such rescheduling would have a negative impact to Flextronics)granted. If Customer does not request prior approval from Flextronics for such reschedules, or if Customer and Flextronics do not agree in writing to specific terms with respect to any approved reschedule outside of this Section 6.2(a)reschedule, then Customer will pay Flextronics the Monthly Charges for any such reschedule, calculated as of the first day after such reschedule for any Inventory and/or Special Inventory that was procured by Flextronics to support the original delivery schedule that is not used to manufacture Product pursuant to an accepted purchase order within [***] thirty (30) days of such reschedule. In addition, if Flextronics notifies Customer that such Inventory and/or Special Inventory has remained in Flextronics’s possession for more than [***] ninety (90) days since such reschedule, then Customer agrees to pay Flextronics a carrying cost of [***] per month for said inventory and immediately purchase any Affected affected Inventory and/or Special Inventory at the end of the [***] month upon receipt of an appropriate invoice the notice by paying the Affected Inventory Costs. In addition, any finished Products that have already been manufactured to support the original delivery schedule will be treated as cancelled as provided in Sections 6.3, 6.4 5.3 and 6.5 5.4 below. (c) Flextronics will use all reasonable commercial efforts to meet any quantity increases, which are subject to Materials and capacity availability. All reschedules or quantity increases outside of the table in subsection (a) require Flextronics’s approval, which shall which, in its sole discretion, may or may not be unreasonably withheld (but which may be withheld if Flextronics can demonstrate that such rescheduling would have a negative impact to Flextronics)granted. If Flextronics agrees to accept a reschedule to pull in a delivery date or an increase in quantities in excess of the flexibility table in subsection (a) and if there are extra costs to meet such reschedule or increase, Flextronics will inform Customer for its acceptance and approval in advance. (d) Any delays in the normal production or interruption in the workflow process caused by Customer’s changes in to the Manufacturing Specifications or failure to provide sufficient quantities or a reasonable quality level of Customer Controlled Materials where applicable to sustain the production schedule, will be considered a reschedule of any affected purchase orders for purposes of this Section 6.2 5.2 for the period of such delay. In addition, Customer shall be responsible for costs related to adjusting foreign currency hedging contracts due to changes in cash flows resulting from such delays. (e) For purposes of calculating the amount of Inventory and Special Inventory subject to subsection (b), the “Lead Time” shall be calculated as the Lead Time at the time of procurement of the Inventory and Special Inventory.

Appears in 1 contract

Samples: Manufacturing Agreement

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