Sale and Purchase of Products. a. The terms and conditions contained in this Agreement shall be effective for all Products sold by the Producer to the Buyer during the Agreement Term. During the Agreement Term, Producer agrees to manufacture and sell the Products to Buyer against the Monthly Production Request (as such term is hereinafter defined in Section 10 of this Agreement) of the Buyer, which request shall be deemed to be a production purchase order. During the Agreement Term, Producer agrees to deliver the Products manufactured and sold to Buyer against shipping orders of Buyer. Except as otherwise set forth in this Agreement, each contract for the purchase and sale of the Products shall be initiated hereunder by Buyer's issuance to Producer of a production purchase order and delivery of such Products shall be initiated against shipping orders of the Buyer. Unless Buyer otherwise agrees in writing, ALL PRODUCTION PURCHASE ORDERS AND SHIPPING ORDERS ARE EXPRESSLY LIMITED TO THE TERMS HEREOF AND ANY ADDITIONAL OR DIFFERENT TERMS ARE OBJECTED TO WITHOUT FURTHER NOTIFICATION BY PRODUCER AND BUYER. Shipping orders shall be issued to the Producer at least five (5) business days prior to the requested shipping date. If the quantity of the particular Product requested in such shipping order for delivery in a calendar month, when added together with all other shipping orders for such particular Product for delivery in the same calendar month, is not in excess of the quantity for such Product as set forth in the then current Monthly Production Request, such shipping order for such Product shall be deemed accepted without any further act of the Producer. If the quantity of the particular Product requested in such shipping order for delivery in a calendar month, when added together with all other shipping orders for such particular Product for delivery in the same calendar month, is in excess of the quantity for such Product as set forth in the then current Monthly Production Request, such shipping order shall be deemed accepted to the extent that such quantities are not in excess of the then current Monthly Production Request for such Product and, with respect to the
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Sale and Purchase of Products. a. The (A) Agreement to Sell and Purchase Products. Supplier shall sell to LESCO, and LESCO shall purchase from Supplier, Products pursuant to the terms hereof. At all times during the Contract Term, Supplier shall maintain the capacity and resources necessary to permit Supplier to satisfy each Conforming PO, within agreed upon lead times and meeting all Specifications and Quality Standards and the other terms and conditions contained in this Agreement Agreement, which capacity and resource levels shall be effective for all Products sold by the Producer at least equal to those of or related to the Buyer during the Agreement Term. During the Agreement Term, Producer agrees to manufacture and sell the Products to Buyer against the Monthly Production Request (as such term is hereinafter defined in Section 10 of this Agreement) of the Buyer, which request shall be deemed to be a production purchase order. During the Agreement Term, Producer agrees to deliver the Products manufactured and sold to Buyer against shipping orders of Buyer. Except as otherwise set forth in this Agreement, each contract for the purchase and sale of the Products shall be initiated hereunder by Buyer's issuance to Producer of a production purchase order and delivery of such Products shall be initiated against shipping orders of the Buyer. Unless Buyer otherwise agrees in writing, ALL PRODUCTION PURCHASE ORDERS AND SHIPPING ORDERS ARE EXPRESSLY LIMITED TO THE TERMS HEREOF AND ANY ADDITIONAL OR DIFFERENT TERMS ARE OBJECTED TO WITHOUT FURTHER NOTIFICATION BY PRODUCER AND BUYER. Shipping orders shall be issued to the Producer at least five (5) business days Purchased Assets immediately prior to the requested shipping dateContract Date. If This Agreement constitutes a requirements contract with regard to all Products, meaning that (i) Supplier hereby grants LESCO a first call on Supplier's manufacturing capacity and resources to the quantity extent required to satisfy one hundred and five percent (105%) of each June Capacity Forecast and December Capacity Forecast (subject to the particular Product requested in such shipping order provisions of Section 3(a) hereof and provided that Supplier shall not be obligated to possess capacity and resources beyond that available with the Purchased Assets immediately prior to Closing), and that Supplier will manufacture products for delivery in a calendar month, when added together with all other shipping orders for such particular Product for delivery in the same calendar month, is not in excess of the quantity for such Product as set forth in the then current Monthly Production Request, such shipping order for such Product shall be deemed accepted without any further act of the Producer. If the quantity of the particular Product requested in such shipping order for delivery in a calendar month, when added together with all other shipping orders for such particular Product for delivery in the same calendar month, is in excess of the quantity for such Product as set forth in the then current Monthly Production Request, such shipping order shall be deemed accepted customers only to the extent that such quantities are not in excess fulfilling one hundred and five percent (105%) of the then current Monthly Production Request June Capacity Forecast and December Capacity Forecast (subject to the provisions of Section 3(a) hereof) does not require such capacity and resources and (ii) LESCO shall purchase all Products that it requires from Supplier except (A) that, to the extent Supplier informs LESCO that it is unable to produce the volume of the applicable Product indicated in a Forecast or LESCO Purchase Order, LESCO may acquire any shortfall from third party suppliers; (B) that, to the extent LESCO acquires certain Products (including, for avoidance of doubt, branded products) from third party manufacturers as of the date hereof, LESCO may continue to source those Products from such Product and, manufacturers if Supplier is not able to manufacture or source such Products on a basis at least as favorable to LESCO; (C) that nothing in this Agreement shall be construed to prohibit or limit LESCO from acquiring Product(s) from any other person to the extent Supplier is unable to comply with respect any of its obligations under this Agreement or to thethe extent delivery costs to any Store or Customer make any purchase(s) of Product(s) from Supplier more costly to LESCO than from any other source; and (D) pursuant to Section 3(b) hereof.
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Sale and Purchase of Products. a. The terms and conditions contained in this Agreement shall be effective for all Products sold by the Producer to the Buyer during the Agreement Term. During the Agreement Term, Producer agrees to manufacture and sell the Products to Buyer against the Monthly Production Request (as such term is hereinafter defined in Section 10 of this Agreement) of the Buyer, which request shall be deemed to be a production purchase order. During the Agreement Term, Producer agrees to deliver the Products manufactured and sold to Buyer against shipping orders of Buyer. Except as otherwise set forth in this Agreement, each contract for the purchase and sale of the Products shall be initiated hereunder by Buyer's issuance to Producer of a production purchase order and delivery of such Products shall be initiated against shipping orders of the Buyer. Unless Buyer otherwise agrees in writing, ALL PRODUCTION PURCHASE ORDERS AND SHIPPING ORDERS ARE EXPRESSLY LIMITED TO THE TERMS HEREOF AND ANY ADDITIONAL OR DIFFERENT TERMS ARE OBJECTED TO WITHOUT FURTHER NOTIFICATION BY PRODUCER AND BUYER. Shipping orders shall be issued to the Producer at least five ten (510) business days prior to the requested shipping date. If the quantity of the particular Product requested in such shipping order for delivery in a calendar month, when added together with all other shipping orders for such particular Product for delivery in the same calendar month, is not in excess of the quantity for such Product as set forth in the then current Monthly Production Request, such shipping order for such Product shall be deemed accepted without any further act of the Producer. If the quantity of the particular Product requested in such shipping order for delivery in a calendar month, when added together with all other shipping orders for such particular Product for delivery in the same calendar month, is in excess of the quantity for such Product as set forth in the then current Monthly Production Request, such shipping order shall be deemed accepted to the extent that such quantities are not in excess of the then current Monthly Production Request for such Product and, with respect to thethe remaining quantities, shall be accepted or rejected by Producer in writing within five (5) business days of the issuance of the shipping order to the Producer. If the Producer shall not have otherwise notified the Buyer within five (5) business days of the issuance of such shipping order, the order shall be deemed accepted in full by Producer and, to the extent the quantities are in excess of the then current Monthly Production Request for such Product, shall be deemed to be a production purchase order with respect to such excess quantities. Producer shall use its best efforts to deliver all quantities of Products ordered by Buyer pursuant to any shipping order. This Agreement and all orders issued pursuant hereto shall be deemed a series of installments and shall be deemed to constitute a single contract between Producer and Buyer. The parties recognize that the demands and convenience of business operations may make it necessary or desirable for Buyer to transmit, and Producer to accept, production purchase orders and shipping purchase orders by telecopier or by electronic data interchange (in each case with reasonable confirmation procedures in place).
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Sale and Purchase of Products. a. The terms and conditions contained in this Agreement shall be effective for all Products sold by the Producer to the Buyer during the Agreement Term. During the Agreement Term, Producer agrees to manufacture and sell the Products to Buyer against the Monthly Production Request (as such term is hereinafter defined in Section 10 of this Agreement) of the Buyer, which request shall be deemed to be a production purchase order. During the Agreement Term, Producer agrees to deliver the Products manufactured and sold to Buyer against shipping orders of Buyer. Except as otherwise set forth in this Agreement, each contract for the purchase and sale of the Products shall be initiated hereunder by Buyer's issuance to Producer of a production purchase order and delivery of such Products shall be initiated against shipping orders of the Buyer. Unless Buyer otherwise agrees in writing, ALL PRODUCTION PURCHASE ORDERS AND SHIPPING ORDERS ARE EXPRESSLY LIMITED TO THE TERMS HEREOF AND ANY ADDITIONAL OR DIFFERENT TERMS ARE OBJECTED TO WITHOUT FURTHER NOTIFICATION BY PRODUCER AND BUYER. Shipping orders shall be issued to the Producer at least five (5) business days prior to the requested shipping date. If the quantity of the particular Product requested in such shipping order for delivery in a calendar month, when added together with all other shipping orders for such particular Product for delivery in the same calendar month, is not in excess of the quantity for such Product as set forth in the then current Monthly Production Request, such shipping order for such Product shall be deemed accepted without any further act of the Producer. If the quantity of the particular Product requested in such shipping order for delivery in a calendar month, when added together with all other shipping orders for such particular Product for delivery in the same calendar month, is in excess of the quantity for such Product as set forth in the then current Monthly Production Request, such shipping order shall be deemed accepted to the extent that such quantities are not in excess of the then current Monthly Production Request for such Product and, with respect to thethe remaining quantities, shall be accepted or rejected by Producer in writing within five (5) business days of the issuance of the shipping order to the Producer. If the Producer shall not have otherwise notified the Buyer within five (5) business days of the issuance of such shipping order, the order shall be deemed accepted in full by Producer and, to the extent the quantities are in excess of the then current Monthly Production Request for such Product, shall be deemed to be a production purchase order with respect to such excess quantities. Producer shall use its best efforts to deliver all quantities of Products ordered by Buyer pursuant to any shipping order. This Agreement and all orders issued pursuant hereto shall be deemed a series of installments and shall be deemed to constitute a single contract between Producer and Buyer. The parties recognize that the demands and convenience of business operations may make it necessary or desirable for Buyer to transmit, and Producer to accept, production purchase orders and shipping purchase orders by telecopier or by electronic data interchange (in each case with reasonable confirmation procedures in place).
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Sale and Purchase of Products. a. The terms and conditions contained in this Agreement shall be effective for all Products sold by the Producer to the Buyer during the Agreement Term. During the Agreement Term, Producer agrees to manufacture and sell the Products to Buyer against the Monthly Production Request (as such term is hereinafter defined in Section 10 of this Agreement) of the Buyer, Buyer which request shall be deemed to be a production purchase order. During the Agreement Term, Producer agrees to deliver the Products manufactured and sold to Buyer against shipping orders of Buyer. Except as otherwise set forth in this Agreement, each contract for the purchase and sale of the Products shall be initiated hereunder by Buyer's issuance to Producer of a production purchase order and delivery of such Products shall be initiated against against, shipping orders of the Buyer. Unless Buyer otherwise agrees in writing, ALL PRODUCTION PURCHASE ORDERS AND SHIPPING ORDERS ARE EXPRESSLY LIMITED TO THE TERMS HEREOF AND ANY ADDITIONAL OR DIFFERENT TERMS ARE OBJECTED TO WITHOUT FURTHER NOTIFICATION BY PRODUCER AND BUYER. Shipping orders shall be issued to the Producer at least five (5) business days prior to the requested shipping date. If the quantity of the particular Product requested in such shipping order for delivery in a calendar month, when added together with all other shipping orders for such particular Product for delivery in the same calendar month, is not in excess of the quantity for such Product as set forth in the then current Monthly Production Request, such shipping order for such Product shall be deemed accepted without any further act of the Producer. If the quantity of the particular Product requested in such shipping order for delivery in a calendar month, when added together with all other shipping orders for such particular Product for delivery in the same calendar month, is in excess of the quantity for such Product as set forth in the then current Monthly Production Request, such shipping order shall be deemed accepted to the extent that such quantities are not in excess of the then current Monthly Production Request for such Product and, with respect to thethe remaining quantities, shall be accepted or rejected by Producer in writing within five (5) business days of the issuance of the shipping order to the Producer. If the Producer shall not have otherwise notified the Buyer within five (5) business days of the issuance of such shipping order, the order shall be deemed accepted in full by Producer and, to the extent the quantities are in excess of the then current Monthly Production Request for such Product, shall be deemed to be a production purchase order with respect to such excess quantities. Producer shall use its best efforts to deliver all quantities of Products ordered by Buyer pursuant to any shipping order. This Agreement and all orders issued pursuant hereto shall be deemed a series of installments and shall be deemed to constitute a single contract between Producer and Buyer. The parties recognize that the demands and convenience of business operations may make it necessary or desirable for Buyer to transmit, and Producer to accept, production purchase orders and shipping purchase orders by telecopier or by electronic data interchange (in each case with reasonable confirmation procedures in place).
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