such books and records available at its corporate headquarters.
4.
ALTERA'S RESPONSIBILITY
Altera will furnish Distributor without charge a reasonable supply of Altera's
current list of published suggested prices, sales literature, books, catalogs,
etc. as Altera may prepare for distribution, and shall also provide Distributor
with such technical and sales assistance as may be necessary to assist
Distributor in effectively carrying out its obligations under this Agreement.
Altera reserves the right to sell directly to any and all customers.
5.
ORDER PROCEDURE
5.1 Orders. Distributor will place individual orders for the Products from time
to time during the term of this Agreement by EDI, or for Software Products, as
otherwise instructed by Altera, and such orders will contain all reasonably
required information, as determined by Altera. This Agreement shall govern to
the extent that any terms in this Agreement are inconsistent with the terms of
any agreement between Altera and Distributor relating to EDI or other data
interchange.
5.2 Acceptance by Altera. All orders for the Products by Distributor shall be
subject to acceptance by Altera and shall not be binding until the earlier of
such acceptance or shipment, and, in the case of acceptance by shipment, only as
to the portion of the order actually shipped. Altera has the right to refuse to
accept, for any reason, any order placed by Distributor. Any Distributor order
not rejected by Altera within ten (10) days of issuance by Distributor will be
deemed accepted.
5.3 Controlling Terms. The terms of this Agreement will apply to each order
accepted or shipped by Altera under this Agreement. In the event that any terms
or conditions of sale contained in any communication between Distributor and
Altera contradict or are inconsistent with anything contained in this Agreement,
the terms and conditions of this Agreement shall prevail. Altera's acceptance of
any order from Distributor under this Agreement is conditioned on Distributor
agreeing that the terms of this Agreement shall prevail over any additional or
inconsistent terms communicated by Distributor to Altera in any form whatsoever.
5.4 Changes and Cancellation by Distributor.
(a) Standard Products: All orders submitted by Distributor and accepted by
Altera are firm commitments by Distributor to buy Altera Products. Distributor
will notify Altera in writing in a timely manner of its desire to change or
cancel any order. Altera shall have the right to deny any change or cancellation
request submitted by Distributor within ninety (90) days of the current factory
scheduled shipment date. However, within the period from thirty (30) to ninety
(90) days of the current factory scheduled shipment date, Altera will use
reasonable efforts to accommodate reasonable requests for changes or
cancellations. Within the period from zero (0) to thirty (30) days of current
factory scheduled shipment date, Altera will accept change orders only in
extraordinary circumstances, which shall be determined by Altera in its sole
judgment. Altera's acceptance of any change or cancellation shall not obligate
Altera to accept any future change or cancellation requests. It is the
responsibility