Sales of Products. Distributor shall use its reasonable efforts to develop, promote and expand sales of the Products in the Territory. Distributor shall provide to Supplier on a quarterly basis a forecast of orders on a [ * ] and [ * ] basis for the [ * ] month period commencing on the first day of such calendar quarter. Such forecast shall be non-binding, except for the quantities indicated for the [ * ] of each [ * ] month forecast, which shall be a firm obligation to purchase such quantities of Products in such [ * ].
Sales of Products. The Seller will provide the Product(s) set forth in Appendix A (attached hereto as part of this Agreement) to the Purchaser in accordance with provisions of Clause 2, Clause 3, Clause 4 and Appendix A of this Agreement, and the Purchaser shall make payment in accordance with the terms specified in this Agreement.
2.1. Both Parties agree that the Product(s) shall be sold in accordance with the following steps:
(i) The Purchaser shall pay the Total Purchase Price in accordance with Appendix A of this Agreement.
(ii) Upon receipt of the Total Purchase Price, The Seller will provide a payment receipt immediately to the Purchaser.
(iii) The Seller will send a shipping confirmation to the Purchaser immediately upon it has delivered the Product(s) to the carrier.
2.2. Both Parties acknowledge and agree that in case of product unavailability, The Seller shall have the right to cancel the Agreement after it has signed off the Agreement, issued the payment receipt or the shipping confirmation and will provide a written notice to the Purchaser immediately, provided that The Seller shall return the Total Purchase Price to the Purchaser within 24 hours, and any losses and damages incurred due to such cancellation shall be borne by The Seller.
2.3. The Purchaser acknowledges and confirms that, subject to Clause 15, the purchase of Products is irrevocable and cannot be cancelled by the Purchaser, and that the Product(s) ordered are neither returnable nor refundable, provided that the Product(s) shall be satisfied to the reasonable requirements of the Purchaser. All sums paid by the Purchaser to The Seller shall not be subject to any abatement, set- off, claim, counterclaim, adjustment, reduction, or defense for any reason. Subject to Clauses 3.2, down payment and payment of Total Purchase Price are not refundable, save as otherwise mutually agreed by the Parties.
Sales of Products. 7.1 Products of the Joint Venture can be sold both in and out of Chinese territory.
7.2 Products of the Joint Venture sold in domestic markets can be sold through Chinese governmental departments, commercial departments or the Joint Venture.
7.3 In order to sell products and provide after-sale service in and out of Chinese territory, the Joint Venture can establish branches in and out of Chinese territory for sale service after obtaining approval from relevant authorities. Articles 8 Board of Directors
8.1 The registration date of the Joint Venture is the setting up date for the Board of Directors.
8.2 The Board of Directors consist of 9 directors, of which 1 director shall be appointed by Party A and 8 directors shall be appointed by Party B. The Chairman of the Board shall be appointed by Party B and the Vice-chairman appointed by Party A. The office term of directors, chairman and vice chairman shall be 4 years. The directors can continue their positions upon reappointment by their respective parties.
8.3 The Board of Directors is the highest authority in the Joint Venture and has the power to determine all important issues concerning the Joint Venture. Its major powers are set as follows:
(i) amendment or supplement to the Articles of Association of the Joint Venture.
(ii) termination and dissolution of the Joint Venture and selecting members of the liquidity committee.
(iii) increase or transfer of the registered capital.
(iv) cooperation and merger with other economic organizations.
(v) mortgage, guarantee or transfer of assets of the Joint Venture.
(vi) appointment, division of responsibilities and employment termination of General Managers, Assistant General Manager, Chief Engineer, Chief Accountant and auditors.
(vii) preparing plans for the Joint Venture development and determining plans for production, operation, sale and finance and profit.
(viii) reviewing annual operation report submitted by the general manager.
(ix) deciding annual profit distribution scheme.
(x) approving Joint Venture's labor contract scheme and various internal rules.
(xi) revising salary and welfare system of the Joint Venture.
(xii) determining organization structure of the Joint Venture, establishing or canceling functional departments.
(xiii) Other major issues concerning the Joint Venture. Abovementioned subsection (i), (ii)(except condition 18.2), (iii), (iv), (v) shall be approved by unanimous consent of all directors present in the board meeting. The other matters...
Sales of Products. The goal of the JV is to optimize return on investment for all parties. The JV Products shall be sold inside the PRC and may be sold in countries outside the PRC in the best interest of the JV, to the extent expressly authorized by the unanimous approval of the Board of Directors. If the Board authorizes the JV to sell the JV Products outside the PRC, the JV shall ensure that the ratio of export sales v. domestic sales shall be * Adjustment will be made to such ratio according to market conditions by the unanimous approval of the Board of Directors.
Sales of Products. 5.1 All sales of PRODUCTS hereunder shall be made by TERAYON to SUMITOMO for SUMITOMO's resale to its customers. SUMITOMO shall be free to resell PRODUCTS purchased from TERAYON to customers within TERRITORY and NON-EXCLUSIVE TERRITORY at whatever prices and on whatever terms and conditions SUMITOMO determines shall best promote the purpose of this Agreement.
5.2 SUMITOMO's purchase orders for SUMITOMO Products shall contain the quantity to be purchased, the delivery destinations, the requested delivery dates, any special shipping or delivery instructions, billing instructions and any other special information required by this Agreement. The terms and conditions of this Agreement with respect to the purchase and distribution of SUMITOMO Products shall be incorporated into and made a part of each SUMITOMO purchase order and each amendment thereto agreed on by the parties. TERAYON reserves the right to reject any purchase order that is not consistent with the terms of this Agreement The terms and conditions of this Agreement shall supersede any terms set forth in any purchase order or other SUMITOMO document delivered in connection with SUMITOMO's purchases under this Agreement, and any terms and conditions appearing in any purchase order that are inconsistent with or in addition to the terms and conditions of this Agreement shall be of no force and effect. No general or form acknowledgment by TERAYON of any SUMITOMO purchase order or any communications with respect to such an order, or the making of deliveries with respect thereto, shall in any case be construed as acceptance or approval of any change in the terms or conditions of this Agreement.
5.3 Shipping terms shall be F.O.B. (INCOTERMS 1990) TERAYON'S manufacturing facilities. SUMITOMO shall be responsible for all freight and related costs for shipment to SUMITOMO's specified destinations.
5.4 All purchase orders shall be issued at least ninety (90) days before the stated delivery date. Should urgent delivery be required, however, Terayon will endeavor to expedite shipment in order to fulfill the order.
5.5 TERAYON will endeavor to fill all SUMITOMO orders for PRODUCTS insofar as it is practicable and consistent with its production schedules to do so, but in the event of its failure to fill all or part of any order, TERAYON shall not be to any extent liable or responsible therefor. No SUMITOMO purchase order will become fixed and binding on TERAYON unless and until accepted by TERAYON. TERAYON may rej...
Sales of Products. The sale of Products shall be handled by the Company itself and/or through other sales organizations to be determined by the General Manager. Prices of Products for sale shall be determined by the General Manager of the Company in accordance with plans and policies approved by the Board. Both parties agree that the Company may sell its products to both Parties at a price agreed by Board of Directors from time to time,
Sales of Products. All business decisions, including the sale, price, quantities and promotion of any Product supplied to Distributor under this Agreement shall be within the sole discretion of Distributor. Manufacturer agrees that payment by Distributor to Manufacturer of the Transfer Prices set forth in Section 2.4 shall constitute complete satisfaction of any duty, whether express or implied, which could be imposed upon Distributor to commercially exploit its rights under this Agreement and are accepted by Manufacturer in lieu of any best efforts, reasonable efforts or other subjective diligence obligations on the part of Distributor. Manufacturer agrees that there can be no assurance that any level of sales of Product will be achieved.
Sales of Products. 7.1 All sales of Products from Manufacturer to Distributor shall be made by execution of an individual sales contract stated in US Dollars (an “Individual Contract”) in the following manner:
(a) In the case of LED Products, in connection with Distributor’s [***] transmittal of its revised LED Product Forecast by [***] (as provided in Section 7.3 below), Distributor will include a purchase order for LED Products to be purchased in [***] (the “Firmed-Up Order”). The quantity of LED Products included in the Firmed-Up Order will (i) except as provided in Section 7.4 below, [***] as provided in Section 7.3 below, and (ii) not exceed [***] without Manufacturer’s approval of such [***] unless such [***] is required by Section 7.3 below. Manufacturer will respond to Distributor by [***] by [***] enclosing an order acknowledgement (the “Chip Schedule”) confirming Product prices and [***]. Each Firmed-Up Order for LED Products placed by Distributor and acknowledged by Manufacturer in a Chip Schedule as provided above shall constitute an Individual Contract for the sale of LED Products. Individual Contracts for LED Products shall be firm and may not be modified by Distributor; [***].
(b) In the case of Wafer Products, [***] during the term of this Agreement Distributor will [***] to Manufacturer a purchase order for Wafer Products (a “Wafer Order”). Manufacturer will respond to Distributor by [***], but in no event more than [***] after receipt of the Wafer Order if the Wafer Product is a standard product of Manufacturer, enclosing an order acknowledgement (the “Material Schedule”) confirming Product prices and [***]. Each Wafer Order placed by Distributor and acknowledged by Manufacturer in a Material Schedule as provided above shall constitute an Individual Contract for the sale of Wafer Products.
(c) In the case of [***] Products, Manufacturer will [***] designate in writing to Distributor a [***] Product that is available for purchase by Distributor under this Agreement, including any terms that are specific to such [***] Product. Distributor [***] Manufacturer. Designation of a [***] Product is subject to Manufacturer and Distributor entering into (or amending, as applicable) an appropriate written master agreement (the “Master Agreement”) to mutually establish the terms and conditions for the sale and purchase of such [***] Product. [***] thereafter, Manufacturer and Distributor will enter into separate individual contracts pursuant to and in accordance with su...
Sales of Products. 7.1 All sales of the Products from Manufacturer to Distributor shall be made pursuant to written purchase orders submitted by Distributor to Manufacturer and accepted in writing by Manufacturer. Each order placed by Distributor and accepted by Manufacturer hereunder shall constitute an individual sales contract (each hereinafter an “Individual Contract”) and be subject to the following terms, except as may be otherwise mutually agreed in writing by the parties:
(a) Products shall be delivered F.O.B. Seller’s manufacturing facilities by delivery to a transportation company designated by Purchaser. Title and risk of loss shall pass to Distributor upon delivery to the transportation company. All transportation charges and expenses, including the cost of insurance against loss or damage in transit, shall be Distributor’s responsibility.
(b) Except for any warranty claim covered by Section 7.1(d) below, in the event any Product does not conform to the terms of the Individual Contract, the non-conformity will be reported in writing to Manufacturer as soon as possible. In the case of shipping damage or other non-conformity discoverable upon reasonable inspection (such as, by way of illustration, broken wafers and torn tape), the non-conformity shall in any event be reported in writing no later than [***] after the date Products are shipped by Manufacturer to Distributor. In all other cases, the non-conformity shall be reported in writing within [***] after shipment of the Product. Any non-conformity not reported as required by this Section shall be deemed waived.
(c) Manufacturer’s sole obligation with respect to Products determined to be non-conforming shall be, at its option, to replace the non-conforming Products [***] or to issue a credit memorandum to Distributor in the amount of the price paid for such Products. Credit memoranda issued under this Section 7.1(c) may be exchanged only to purchase additional Products from Manufacturer, and Manufacturer is not required to refund money pursuant to such credit memoranda. This Section 7.1(c) states the exclusive remedy of Distributor with respect to non-conforming Products, except as to any warranty claim covered by Section 7.1(d) below.
(d) Manufacturer warrants to Distributor that Products shipped hereunder will meet such specifications as have been expressly agreed to in writing by the parties hereto, provided the Products are used in accordance with the applicable specifications. This warranty is extended only...
Sales of Products. The Businesses sell products to Lockheed Xxxxxx and its affiliates, not sales for which were $70,658, $25,874, and $9,983 in 1996, 1995 and 1994, respectively, included in Contracts in Process are receivables from Lockheed Xxxxxx and its affiliates of $10,924 and $30 at December 31, 1996 and 1995, respectively. Allocation of Corporate Expenses The amount of allocated corporate expenses reflected in these combined financial statements has been estimated primarily on an allocation methodology prescribed by government regulations pertaining to government contractors. Allocated costs to the Businesses were $10,057, $2,964 and $4,141 in 1996, 1995 and 1994, respectively.
