Altera has the right to refuse to
accept, for any reason, any order placed by Distributor. Altera shall use its
reasonable best efforts to accept any order for non-custom Products within ten
(10) days of its receipt.
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 Quantity. All component orders of custom Products only are subject to an
overrun or under run of [ * ] of the quantity ordered which shall constitute
fulfillment of the order by Altera.
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Confidential Treatment Requested
Omitted Portions Marked with [ * ] and Filed Separately with the SEC
5.5 Change Orders 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 a timely manner of its desire to change any order. Altera
shall have the right to deny any change order request submitted by Distributor
within [ * ] of the current factory scheduled shipment date. However, within the
period from [ * ] of the current factory scheduled shipment date, Altera will
accommodate reasonable requests for changes. Within the period from [ * ] of
current factory scheduled shipment date, Altera will accept change orders only
in extraordinary circumstances; Altera's shall have the sole right to determine
what circumstances are extraordinary. Altera's acceptance of any change order
request within [ * ] of current factory scheduled shipment shall not obligate
Altera to accept future change order requests submitted within [ * ] of
shipment. On an ongoing and regular basis, Distributor will use its best efforts
to reconcile its own records of orders on Altera with Altera's records of order
backlog.
(b) Custom Products: From time to time, Distributor may place orders on Altera
for Custom Product. (Custom Product is defined as Product that is not listed in
Altera's published distributor price list and/or that requires special
processing by Altera.) Once accepted by Altera, orders for Custom Product may
not be changed in any way without prior approval of Altera. As a pre-condition
to approving a request to change an order for Custom Product, Altera may require
Distributor to compensate Altera for any costs incurred by Altera as a result of
the change order.
5.6 Cancellation by Altera. Altera reserves the right to cancel any orders
placed by Distributor and accepted by Altera as set forth above, or to refuse or
delay shipment thereof, if:
(a) Distributor fails to make any payment