PARTIES.
NOTWITHSTANDING THE AFORESAID, THE COMPANY SHALL HAVE THE RIGHT TO REVISE THE
QUANTITY OF EACH SHEATH'S CATALOG NUMBER IN A GIVEN MONTHLY SHIPMENT, BY GIVING
A WRITTEN NOTICE TO THE MANUFACTURER, AS LONG AS THE FOLLOWINGS ARE MET: (I) THE
TOTAL MONTHLY QUANTITY REMAINS 30,000; AND (II) THE NOTICE OF THE REVISION IS
GIVEN AT LEAST 60 DAYS PRIOR TO THE SCHEDULED SHIPMENT DATE.
4.
IT IS RECORDED THAT THE COMPANY HAS SHIPPED 675 POUNDS OF
POLYURETHANE TO THE MANUFACTURER FOR WHICH THE MANUFACTURER HEREBY CONFIRMS THAT
IT AGREES TO ISSUE ITS BINDING PURCHASE ORDER AT A PRICE OF US $5.58 PER POUND,
PLUS FREIGHT COSTS TO MANUFACTURER, PAYABLE WITHIN 30 DAYS
1
FOLLOWING THE RECEIPT BY 3BY OF THE PURCHASE ORDER. THE PARTIES AGREE THAT THIS
SUPPLY WILL ALLOW THE MANUFACTURER ADEQUATE TIME USING THE MANUFACTURER'S BEST
EFFORTS TO PROCURE ADDITIONAL POLYURETHANE SO AS TO MANUFACTURE THE SHEATHS
WITHOUT DELAYS AND COMPLY WITH THE TERMS OF THIS AGREEMENT AND RELATED PURCHASE
ORDERS FOR SHEATHS.
IT IS UNDERSTOOD THAT THE MANUFACTURER WILL PROCURE ALL
ADDITIONAL RAW MATERIALS REQUIRED FOR THE MANUFACTURE OF THE SHEATHS, EXCEPT
THOSE MENTIONED IN SECTION 5 BELOW, ON A BEST EFFORTS BASIS.
5.
THE COMPANY WILL SHIP TO THE MANUFACTURER, NO LATER THAN 5
BUSINESS DAYS FOLLOWING THE EFFECTIVE DATE, THE WINDOWS FOR THE FIRST MONTHLY
SHIPMENT OF SHEATHS.
THE COMPANY WILL SUPPLY WINDOWS FOR SUBSEQUENT SHIPMENTS
AT LEAST 30 DAYS PRIOR TO THE SCHEDULED SHIPMENT DATE.
THE MANUFACTURER WILL
ISSUE TO THE COMPANY A PURCHASE ORDER FOR SAID WINDOWS AT A PRICE OF $0.005 PER
WINDOW PAYABLE WITHIN 30 DAYS FROM SHIPMENT BY THE COMPANY.
6.
THE MANUFACTURER AGREES THAT THE SHEATHS WILL BE DELIVERED TO
THE COMPANY IN SIX (6) CONSECUTIVE MONTHLY SHIPMENTS OF 30,000 SHEATHS EACH, THE
FIRST OF WHICH WILL BE MADE NO LATER THAN 30 DAYS FOLLOWING THE RECEIPT BY THE
MANUFACTURER OF ALL RAW MATERIALS REQUIRED FOR THE MANUFACTURE OF THIS FIRST
SHIPMENT.
SUBSEQUENT SHIPMENTS WILL BE MADE AT THIRTY-DAY INTERVALS FROM THE
FIRST SHIPMENT WITH THE SIXTH AND LAST SHIPMENT BEING MADE NO LATER THAN ONE
HUNDRED FIFTY (150) DAYS FOLLOWING THE DATE OF THE FIRST SHIPMENT.
IF THE
MANUFACTURER WILL NOT BE ABLE TO COMMENCE SHIPMENTS BY THE LATER OF: (I) 90 DAYS
FROM THE EFFECTIVE DATE; OR (II) WITHIN 45 DAYS FROM THE RECEIPT OF FIRST
SHIPMENT OF WINDOWS FROM THE COMPANY, OR IF THE MANUFACTURER OTHERWISE DOES NOT
COMPLY WITH THIS AGREEMENT AND THE APPLICABLE TERMS OF THE MAIN AGREEMENT, THEN
THE COMPANY SHALL BE ENTITLED TO CANCEL THE ORDER FOR THE SHEATHS, AND THE
EFFECTIVE TERMINATION DATE WILL BE ACCELERATED TO SUCH DATE.
7.
FOR THE SAKE OF CLARITY, THE PROVISIONS OF THE MAIN AGREEMENT
RELATING TO THE PRODUCTS (INCLUDING THOSE CONTAINED IN SECTIONS 1, 2, 3.2, 3.3,
6, 7, 8, 11, 12, 13, 14, 15 AND 16) SHALL APPLY, MUTATIS MUTANDIS, WITH RESPECT
TO THE SHEATHS TO BE MANUFACTURED BY THE MANUFACTURER IN ACCORDANCE WITH THE
TERMS OF THIS AGREEMENT. WITHOUT DEROGATING