FOR ANY QUANTITY OF PRODUCT THAT HAS BEGUN THE
MANUFACTURING PURSUANT TO SUCH PURCHASE ORDER, PROVIDED DISTRIBUTOR PAYS ALL
COSTS INCURRED IN CONNECTION WITH THE PRODUCT SUBJECT TO SUCH CANCELLED PURCHASE
ORDER.
SHOULD DISTRIBUTOR WISH TO CANCEL A PURCHASE ORDER AS DESCRIBED IN THE
PRECEDING SENTENCE, COMPANY AGREES TO PRESENT DISTRIBUTOR WITH ALL COSTS
ASSOCIATED WITH SUCH PURCHASE ORDER BEFORE DISTRIBUTOR DECIDES WHETHER OR NOT TO
CANCEL THE PURCHASE ORDER.
IF THE MANUFACTURING OF A PRODUCT PURSUANT TO A
PURCHASE ORDER HAS NOT COMMENCED, DISTRIBUTOR MAY CANCEL THE PURCHASE ORDER
PROVIDED THAT DISTRIBUTOR SHALL REIMBURSE COMPANY FOR THE COST OF ALL MATERIAL
PURCHASED BY COMPANY TO FILL A CANCELLED PURCHASE ORDER (OR PART THEREOF) AND
WHICH CANNOT (IN COMPANY'S REASONABLE OPINION) WITHIN A REASONABLE PERIOD OF
TIME OTHERWISE BE USED IN COMPANY'S OPERATIONS, TOGETHER WITH ANY EXPENSES
(INCLUDING CONTRACTUAL OBLIGATIONS TO THIRD PARTIES) TO WHICH COMPANY HAS
SPECIFICALLY COMMITTED FOR THE MANUFACTURE OF THE PRODUCT AND WHICH CANNOT BE
REASONABLY TRANSFERRED TO ANY OF COMPANY'S OTHER MANUFACTURING OPERATIONS,
INCLUDING BUT NOT LIMITED TO, STORAGE AND/OR DISPOSAL OF MATERIALS, FOR THE
PURPOSE OF FULFILLING THE ORDER.
4.12.
FORECASTS.
DISTRIBUTOR WILL ISSUE TO COMPANY [***] DAYS IN ADVANCE
OF THE LAUNCH DATE WITH RESPECT TO THE PRODUCT, AND THEREAFTER ON A QUARTERLY
BASIS BY THE FIRST DAY OF EACH QUARTER, A [***] ROLLING FORECAST OF ITS MONTHLY
REQUIREMENTS OF THE PRODUCT WHICH IT EXPECTS TO ORDER, SO THAT COMPANY MAY
INCORPORATE SAID FORECASTS INTO ITS PLANNING SYSTEM BUT THE DOCUMENT WHICH
INITIATES PRODUCTION ACTIVITIES IS THE PURCHASE ORDER.
COMPANY WILL GUARANTEE
DELIVERY DATES FOR PRODUCT QUANTITIES THAT VARY BY UP TO [***] PERCENT ([***]%)
ABOVE OR BELOW THE LAST QUARTER'S ROLLING FORECAST FOR THAT MONTH ISSUED PRIOR
TO THE PURCHASE ORDER PLACED BY DISTRIBUTOR.
VARIATION ABOVE OR BELOW [***]
PERCENT ([***]%) SHALL BE DISCUSSED BETWEEN COMPANY AND DISTRIBUTOR AND COMPANY
WILL USE ALL REASONABLE EFFORTS TO MAINTAIN THE DELIVERY DATES REQUESTED BY
DISTRIBUTOR.
DISTRIBUTOR SHALL KEEP THROUGHOUT THE TERM OF THIS AGREEMENT A
STOCK OF PRODUCT ADEQUATE TO MEET MARKET DEMAND AND TO COVER POSSIBLE SHORTAGES
IN THE SUPPLIES OF PRODUCT, SUCH STOCK TO CORRESPOND TO APPROXIMATELY [***]
MONTHS' AVERAGE SALES.
4.13.
SHIPPING TERMS.
PRODUCT SUPPLIED UNDER THIS AGREEMENT IS SOLD [***]
DISTRIBUTOR'S WAREHOUSE, UNITED STATES, AS DEFINED IN THE INTERNATIONAL CHAMBER
OF COMMERCE'S INCOTERMS 2000.
COMPANY SHALL BE RESPONSIBLE FOR ALL SHIPPING,
FREIGHT AND INSURANCE COSTS ASSOCIATED WITH SHIPPING THE PRODUCT FROM THE
COMPANY (OR ANY CONTRACT MANUFACTURER) TO THE DISTRIBUTOR'S DESIGNATED
WAREHOUSE, WHICH COSTS SHALL BE INCLUDED WITH COSTS.
5.
PRICE-PAYMENT TERMS
5.1.
PRICES, TAXES AND DUTIES.
SALES BY COMPANY TO DISTRIBUTOR SHALL BE
MADE AT THE PURCHASE PRICES SHOWN IN SCHEDULE 3.2(A), SUBJECT TO SECTION 3.3.
COMPANY SHALL BE SOLELY RESPONSIBLE FOR ALL CUSTOMS CLEARANCE OF, AND
IMPORT/EXPORT REGULATIONS FOR THE PRODUCT AND IT SHALL BEAR AND PAY ALL TAXES,
DUTIES, LEVIES AND OTHER CHARGES IMPOSED BY REASON OF THE PURCHASE, IMPORT AND
RESALE OF PRODUCT, AND ALL COSTS AND EXPENSES OF COMPANY IN CONNECTION WITH THE
FOREGOING SHALL