TERMS
SET FORTH HEREIN.
D.
SUPPLIER WILL NOTIFY CUSTOMER WITHIN TEN DAYS OF EACH CHANGE IN
THE PRODUCTS.
E.
AT LEAST ANNUALLY, SUPPLIER WILL BENCHMARK ITS COST TO INSURE
THAT CUSTOMER IS RECEIVING THE BENEFIT OF IMPROVED PRODUCTIVITY, EFFICIENCY AND
TECHNOLOGICAL CHANGES.
F.
CUSTOMER SHALL PROVIDE SUPPLIER WITH QUARTERLY FORECASTS OF ITS
PROJECTED PURCHASES OF MODULES FOR SUCH QUARTER, COMMENCING WITH THE SHORT
QUARTER BEGINNING ON THE DATE HEREOF AND ENDING ON JULY 31, 2003 (EACH, A
"FORECAST").
EACH FORECAST SHALL BE DELIVERED TO SUPPLIER NOT EARLIER THAN TEN
DAYS PRIOR TO THE COMMENCEMENT OF THE QUARTER TO WHICH IT RELATES, EXCEPT THAT
CUSTOMER SHALL FURNISH THE FORECAST FOR THE QUARTER BEGINNING ON THE DATE HEREOF
AND ENDING ON JULY 31, 2003 WITHIN 15 DAYS AFTER THE DATE HEREOF.
DURING ANY
PERIOD COVERED BY A FORECAST, SUPPLIER MAY, BUT SHALL NOT BE OBLIGATED TO,
FURNISH MODULES IN QUANTITIES IN EXCESS OF THE FORECASTED AMOUNTS.
G.
TITLE AND RISK OF LOSS TO ALL PRODUCTS SHALL PASS TO THE CUSTOMER
UPON DELIVERY TO THE CARRIER BY SUPPLIER.
SUPPLIER SHALL HONOR ANY SHIPPING
ARRANGEMENTS ESTABLISHED BY THE CUSTOMER, BUT IN THE ABSENCE OF ANY SUCH
ARRANGEMENTS, SUPPLIER SHALL BE FREE TO ESTABLISH WHATEVER SHIPPING ARRANGEMENTS
IT DEEMS APPROPRIATE.
H.
ALL PRICES FOR PRODUCTS ARE EXCLUSIVE OF SALES OR USE TAXES, AND
FREIGHT, ALL OF WHICH SHALL BE PAYABLE BY THE CUSTOMER.
ALL PRICES ARE F.O.B.
SUPPLIER'S PLACE OF BUSINESS.
3
I.
TERMS OF PAYMENT FOR PRODUCTS SHALL BE NET 30 DAYS FROM THE
RELATED INVOICE DATES.
J.
ANY DELIVERY DATES WHICH SUPPLIER MAY QUOTE ARE ESTIMATES ONLY,
AND SHALL NOT BE DEEMED TO CONSTITUTE A GUARANTY OF DELIVERY ON A PARTICULAR
DAY.
K.
NOTWITHSTANDING THE FACT THAT THE CUSTOMER MAY SUBMIT PURCHASE
ORDERS FOR PRODUCTS, OR THAT THE SUPPLIER MAY FURNISH ORDER ACKNOWLEDGEMENTS OR
OTHER DOCUMENTS, CONTAINING TERMS AND CONDITIONS OF SALE WHICH VARY FROM THIS
AGREEMENT, THE TERMS OF THIS AGREEMENT SHALL CONTROL.
5.
ALTERNATIVE SOURCES.
A.
IN THE EVENT SUPPLIER CANNOT SUPPLY CUSTOMER WITH PRODUCTS IN
ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT, CUSTOMER MAY PURCHASE PRODUCTS
FROM OTHER SOURCES UNTIL SUCH TIME AS SUPPLIER CAN RESUME SUPPLY OF PRODUCTS IN
ACCORDANCE WITH THE TERMS HEREOF.
PRIOR TO ANY SUCH PURCHASE, CUSTOMER SHALL
GIVE THE SUPPLIER NOT LESS THAN 10 DAYS' PRIOR WRITTEN NOTICE OF ITS INTENTION
TO MAKE SUCH A PURCHASE; AND IF SUPPLIER IS ABLE TO FILL CUSTOMER'S REQUIREMENT
FOR PRODUCTS WITHIN SUCH PERIOD, CUSTOMER SHALL PURCHASE SUCH PRODUCTS FROM
SUPPLIER RATHER THAN AN ALTERNATE SOURCE OF SUPPLY.
B.
IF AT ANY TIME CUSTOMER BELIEVES THAT SUPPLIER'S PRICES FOR
CABINETS ARE NOT COMPETITIVE, CUSTOMER MAY SOLICIT QUOTATIONS FROM ONE OR MORE
POTENTIAL SUPPLIERS WHO WOULD BE PREPARED TO FILL ORDERS FOR CABINETS WHICH
CUSTOMER IS THEN PREPARED TO PLACE, SETTING FORTH SPECIFICATIONS, PRICE,
QUANTITY TO BE PURCHASED, TIME AND MANNER OF DELIVERY AND ALL OTHER RELEVANT
FACTORS AFFECTING THE PRICE OF SUCH CABINETS.
CUSTOMER SHALL FURNISH COPIES OF
SUCH QUOTATIONS TO SUPPLIER.
SUPPLIER SHALL ADVISE CUSTOMER WITHIN TEN