of doubt, HORIZON shall supply separate forecasts and
purchase orders according to Exhibits 10 and 11 in accordance with Sections 4.4
and 4.5.
4.4.9 For the sake of clarity, Section 4.4 sets forth HORIZON's purchase
obligations, whereas the purchase orders set forth in Section 4.5 serve
financial transactional purposes only. Thus, in the unlikely event of a
contradiction between Section 4.4 (Forecasts) and 4.5 (Purchase Orders)
regarding HORIZON's purchase obligations, Section 4.4 shall prevail.
4.5 Purchase Orders
4.5.1 For financial transaction purposes and to document the agreed shipment
date when purchasing PRODUCT or EXCESS MATERIAL hereunder, HORIZON shall submit
written purchase orders to BI in accordance with the binding forecast as set
forth under Section 4.4 above. The Parties acknowledge that due to the internal
guidelines, procedures or systems of a Party it might not be avoidable that
communication or documents and the like are issued containing a reference to the
general terms and conditions of such Party. Moreover, each Party acknowledges
that the other Party for such reasons as outlined in the previous sentence might
not be able to avoid the issuance of one or more purchase orders or acceptance
documents (or the like) replicating what was already agreed upon in this
AGREEMENT and which due to technical reasons of the system might contain a
reference to such other Party's general terms and conditions. Therefore, the
Parties agree that the general terms and conditions of the Parties shall not
apply, even if reference is made thereto in such purchase order (or the like) or
any other communication or documents related to this AGREEMENT.
4.5.2 Purchase orders shall include (i) the ordered quantity of PRODUCT and/or
EXCESS MATERIAL, as applicable, (ii) the agreed shipment date(s), (iii) the
price, (iv) the designation of HORIZON's carrier; and (v) any other information
dictated by the circumstances of the order.
4.6 Shipment of Product and Material by BI
4.6.1 DELIVERED MATERIAL and all material (e.g. samples) shall be shipped
[...***...] at the FACILITY and shipped to HORIZON or as directed by HORIZON, in
accordance
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with [...***...] and in accordance with the QUALITY ASSURANCE AGREEMENT. HORIZON's
designated carrier shall be used to ship DELIVERED MATERIAL to the site
designated by HORIZON. BI shall use commercially reasonable efforts to notify
HORIZON in writing upon loading of the DELIVERED MATERIAL onto such designated
carrier. The Parties acknowledge and agree that [...***...] shall be responsible and
bear the cost [...***...] the DELIVERED MATERIAL onto the [...***...] carrier such that
[...***...] onto the HORIZON designated carrier. Risk of loss in transit by [...***...].
4.6.2 BI will provide or will have provided assistance to HORIZON regarding
necessary procedures for exportation and/or importation of DELIVERED MATERIAL.
4.7 Testing and Rejection
4.7.1 HORIZON shall as soon as reasonable practicable and in any case within
[...***...] (solely with respect to OBVIOUS DEFECTS that are readily apparent upon
visual inspection) or [...***...] (for all other OBVIOUS DEFECTS), from the date of
physical receipt