STATES THE ORDER
NUMBER.
TITLE TO AND ALL RISK OF LOSS OR DAMAGE CONCERNING THE PRODUCTS SHALL
PASS TO PURCHASER IMMEDIATELY UPON THE SOONER OF DELIVERY OF THE PRODUCTS TO
EITHER (I) THE PURCHASER, (II) A COMMON CARRIER OR (III) ANY PRIVATE CARRIER
DESIGNATED BY PURCHASER (OR DESIGNATED BY SUPPLIER AND APPROVED BY PURCHASER)
FOR SHIPMENT TO PURCHASER'S DESIGNATED POINT OF DELIVERY.
PURCHASER'S REJECTION
OF ANY PRODUCTS PURCHASED HEREUNDER SHALL NOT SHIFT ANY RISK FOR THOSE PRODUCTS
UNTIL THEY ARE RETURNED TO AND RECEIVED BY SUPPLIER PURSUANT TO SUPPLIER'S
WRITTEN INSTRUCTIONS.
IF THERE IS ANY CONFLICT OR INCONSISTENCY BETWEEN THIS
AGREEMENT AND ANY PURCHASE ORDER CONFIRMATION, ACCEPTANCE OR ANY SIMILAR
DOCUMENT, THE TERMS OF THIS AGREEMENT SHALL GOVERN AND CONTROL.
3.3
FORECASTS.
ON THE FIRST DAY OF EACH CALENDAR QUARTER, PURCHASER
SHALL PROVIDE SUPPLIER WITH AN UPDATED PRODUCT FORECAST ("FORECAST") THAT
REFLECTS PURCHASER'S ESTIMATED AGGREGATE PURCHASE REQUIREMENTS OF PRODUCT FOR
THE SUBSEQUENT TWELVE (12) MONTH PERIOD.
3.4
PURCHASE ORDERS.
PURCHASER MAY FROM TIME TO TIME PROVIDE SUPPLIER
WITH A PURCHASE ORDER THAT COVERS A THREE (3) MONTH TIME FRAME WITH SPECIFIC
QUANTITIES OF PRODUCT TO BE DELIVERED TO PURCHASER ON SPECIFIC DELIVERY DATES
(AS DEFINED BELOW), 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 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 PRODUCT REQUIREMENTS UNDER A PURCHASE ORDER BY
INCLUDING, ON THE FIRST OF EACH NEW MONTH, AN ADDITIONAL ONE (1) MONTH OF
PRODUCT REQUIREMENTS TO THE END OF SUCH THREE (3) MONTH TIMEFRAME.
SUPPLIER
SHALL CONFIRM ALL PRODUCT QUANTITIES AND DELIVERY DATES SPECIFIED ON PURCHASE
ORDERS PROVIDED BY PURCHASER WITHIN THREE (3) DAYS AFTER RECEIPT OF EACH SUCH
PURCHASE ORDER.
THE SCHEDULE OF AGREED UPON (SUBJECT TO SUPPLIER'S OBLIGATION
TO ACCEPT PURCHASE ORDERS WITHIN ONE HUNDRED AND TEN PERCENT (110%) OF THE
APPLICABLE FORECAST) DELIVERY DATES AND QUANTITIES OF PRODUCTS TO BE DELIVERED
ON SUCH DATES SHALL BECOME THE DELIVERY SCHEDULE ("DELIVERY SCHEDULE").
SUPPLIER SHALL SUPPLY THE QUANTITIES OF PRODUCT MEETING THE SPECIFICATIONS ON
THE DATE DETAILED IN THE DELIVERY SCHEDULE FOR SUCH PRODUCTS (THE "DELIVERY
DATE").
3.5
NOTICE OF ANTICIPATED FAILURE TO MAKE TIMELY DELIVERY.
THE
SUPPLIER WILL NOTIFY THE PURCHASER IN THE EVENT THAT SUPPLIER BECOMES AWARE THAT
THE SUPPLIER WILL NOT BE ABLE TO MAKE DELIVERY OF PRODUCTS BY THE DATES REQUIRED
BY SECTION 3.4.
5
CONFIDENTIAL
CERTAIN INFORMATION HAS BEEN REDACTED
CONFIDENTIAL TREATMENT REQUESTED
3.6
PURCHASER-SUPPLIED COMPONENTS.
IN THE EVENT SUPPLIER HAS A
SHORTAGE OF COMPONENTS FOR PRODUCTS, PURCHASER MAY, AT ITS DISCRETION, SUPPLY
COMPONENTS TO SUPPLIER AT SUPPLIER'S EXPENSE UPON THE WRITTEN CONSENT OF
SUPPLIER AND ONLY IN SUCH AMOUNTS AS ARE NECESSARY FOR FIRM ORDERS THEN PLACED
BY PURCHASER.
SUCH COMPONENTS, INCLUDING PROVISION FOR