FAILED PARTS, SHALL BE
DELIVERED TO SUPPLIER NOT LATER THAN FOUR (4) WEEKS PRIOR TO THE SCHEDULED
DELIVERY DATE FOR THE RELATED PRODUCTS TO PURCHASER.
SHOULD PURCHASER BE UNABLE
TO MEET PURCHASER'S REQUIREMENTS FOR DELIVERY OF PRODUCTS, PURCHASER MAY AT ITS
OPTION REQUIRE SUPPLIER TO EITHER: (I) SHIP PRODUCTS TO PURCHASER ABSENT THE
MISSING COMPONENTS ON OR AFTER SEVEN (7) DAYS FROM THE SCHEDULED DELIVERY DATE;
OR (II) HOLD THE PRODUCTS PENDING RECEIPT OF SUCH COMPONENTS FROM PURCHASER.
UNDER THESE CIRCUMSTANCES, PURCHASER WILL GIVE WRITTEN NOTIFICATION TO SUPPLIER
PRIOR TO THE SCHEDULED DELIVERY DATE.
NOTHING IN THIS SECTION RELIEVES SUPPLIER
OF ITS OTHER OBLIGATIONS UNDER THIS AGREEMENT.
3.6.1.
SUPPLIER COMPONENT SALES.
SUPPLIER WILL SUPPLY COMPONENTS
("COMPONENTS") TO PURCHASER FOR USE BY PURCHASER OR PURCHASER SUBCONTRACTORS AT
THE PRICES IN EXHIBIT B CHART 3.
ON THE FIRST DAY OF EACH CALENDAR QUARTER,
PURCHASER SHALL PROVIDE SUPPLIER WITH AN UPDATED COMPONENT FORECAST THAT
REFLECTS PURCHASER'S ESTIMATED AGGREGATE PURCHASE REQUIREMENTS OF COMPONENTS FOR
THE SUBSEQUENT TWELVE (12) MONTH PERIOD.
PURCHASER MAY FROM TIME TO TIME
PROVIDE SUPPLIER WITH A PURCHASE ORDER THAT COVERS A THREE (3) MONTH TIME FRAME
WITH SPECIFIC QUANTITIES OF COMPONENTS TO BE DELIVERED TO PURCHASER ON SPECIFIC
DELIVERY DATES, WHICH DATES AND QUANTITIES WILL BE MUTUALLY AGREED TO BY THE
PARTIES, PROVIDED THAT SUPPLIER SHALL ACCEPT ALL PURCHASER PURCHASE ORDERS
(INCLUDING THE DELIVERY DATES AND QUANTITIES SPECIFIED THEREIN) THAT SPECIFY
ORDER QUANTITIES THAT ARE WITHIN ONE HUNDRED AND TEN PERCENT (110%) OF THE
PRODUCT QUANTITIES SPECIFIED IN THE COMPONENT FORECAST FOR THE APPLICABLE
PERIOD.
THE PURCHASER SHALL UPDATE SUCH PURCHASE ORDER MONTHLY TO MAINTAIN AT
ALL TIMES A TOTAL OF THREE (3) MONTHS OF COMPONENT REQUIREMENTS UNDER A PURCHASE
ORDER BY INCLUDING, ON THE FIRST OF EACH NEW MONTH, AN ADDITIONAL ONE (1) MONTH
OF COMPONENT REQUIREMENTS TO THE END OF SUCH THREE (3) MONTH TIMEFRAME.
SUPPLIER SHALL CONFIRM ALL COMPONENT QUANTITIES AND DELIVERY DATES SPECIFIED ON
PURCHASE ORDERS PROVIDED BY PURCHASER WITHIN THREE (3) DAYS AFTER RECEIPT OF
EACH SUCH PURCHASE ORDER.
COMPONENT PRICING WILL BE RENEGOTIATED ANNUALLY, AT
THE END OF EACH CONTRACT YEAR.
IF THE PARTIES CANNOT AGREE ON A NEW PRICE FOR A
COMPONENT AT THE END OF A CONTRACT YEAR, THE PRICE FOR SUCH COMPONENT SHALL BE
THE SAME AS THE PRICE FOR SUCH COMPONENT DURING THE PREVIOUS CONTRACT YEAR.
QUANTITIES AVAILABLE TO PURCHASER AT THESE PRICES ARE SUBJECT TO MINIMUM UNIT
VOLUME REQUIREMENTS FOR PRODUCTS SHOWN IN EXHIBIT B CHART 1, REBATE
QUALIFICATION.
3.7
APPROVED SUPPLIER LIST.
PURCHASER SHALL PROVIDE A BILL OF
MATERIALS AND APPROVED SUPPLIER LIST ("APPROVED SUPPLIER LIST" OR "ASL") FOR
EACH PRODUCT TO BE MANUFACTURED HEREUNDER.
SUPPLIER SHALL MANUFACTURE THE
PRODUCTS USING COMPONENTS OBTAINED SOLELY FROM VENDORS INCLUDED ON THE ASL, AS
IT MAY CHANGE FROM TIME TO TIME, AS APPROVED BY PURCHASER.
THE ASL SHALL NOT BE
AMENDED WITHOUT PRIOR WRITTEN APPROVAL OF PURCHASER.
IF SUPPLIER DESIRES TO USE
A SUPPLIER FROM SUPPLIER'S OWN LIST OF APPROVED SUPPLIERS, SUPPLIER SHALL
PROVIDE PURCHASER WITH A WRITTEN PROPOSAL DESCRIBING THE