ORDERS. PURCHASER SHALL SUBMIT PURCHASE ORDERS FOR
PRODUCTS TO SELLER IN WRITING OR BY ANOTHER AGREED MEANS WHICH SHALL SET FORTH
AT A MINIMUM, THE QUANTITY ORDERED, THE REQUESTED DELIVERY LOCATION, AND THE
SHIPPING INSTRUCTION AND INVOICE ADDRESS. ALL QUANTITIES IN PURCHASE ORDERS
SHALL BE FOR IMMEDIATE SHIPMENT UNLESS OTHERWISE PROVIDED IN THE PURCHASE ORDER.
SELLER SHALL USE COMMERCIALLY REASONABLE EFFORTS TO FILL EACH ORDER AND MAKE
PRODUCTS AVAILABLE AT THE SPECIFIED DELIVERY LOCATIONS. SELLER SHALL NOTIFY
PURCHASER WITHIN THREE (3) DAYS FOLLOWING RECEIPT OF ANY ORDER IF SELLER WILL
NOT FILL SUCH ORDER, SETTING FORTH THE SHORTFALL IN QUANTITY AND A LATER DATE ON
WHICH IT WILL BE ABLE TO FULFILL THE SHORTFALL.
4.2.
DELIVERY. ALL PRODUCTS SOLD UNDER THIS AGREEMENT WILL BE
SOLD FOB THE SELLER'S LOCATION(S) AS DETERMINED UNDER SCHEDULE 2. UPON TRANSFER
OF PRODUCTS TO PURCHASER'S TRUCKS OR RAIL CARS, RISK OF LOSS AND TITLE TO
PRODUCTS SHALL PASS TO PURCHASER.
4.3.
PRODUCTION FORECASTS. AS OF THE DATE OF THIS AGREEMENT, SELLER HAS
PROVIDED A QUARTERLY FORECAST FOR THE FOLLOWING TWELVE (12) MONTHS SET FORTH IN
SCHEDULE 2 OF SELLER'S ESTIMATE BY PRODUCTION FACILITY OF PRODUCTS TO BE
PRODUCED BY SELLER (INCLUDING TOLL OR THIRD PARTY FACILITIES), AND THEREAFTER AT
LEAST TWENTY (20) DAYS PRIOR TO THE END OF EACH CALENDAR QUARTER DURING THE TERM
(MARCH 31, JUNE 30, SEPTEMBER 30 AND DECEMBER 31), SELLER AGREES TO PROVIDE
PURCHASER, FOR GUIDANCE ONLY, WITH A WRITTEN QUARTERLY FORECAST FOR THE
FOLLOWING TWELVE (12) MONTHS INDICATING SELLER'S ESTIMATE OF ANTICIPATED
PRODUCTION OF PRODUCTS AT EACH PRODUCTION FACILITY. THE FORECASTS SHALL BE
ESTIMATES ONLY AND NEITHER PARTY SHALL HAVE ANY LIABILITY TO THE OTHER WITH
RESPECT THERETO. THE FORECAST SHALL BE USED BY PURCHASER TO FACILITATE ITS
PLANNING FOR ITS PRODUCTS SALES TO ITS CUSTOMERS.
ARTICLE 5
ACCEPTANCE OF PRODUCT
5.1.
ACCEPTANCE OF PRODUCTS. IN THE EVENT OF ANY SHORTAGE, DAMAGE OR
DISCREPANCY IN OR TO A SHIPMENT OF PRODUCTS, PURCHASER SHALL PROMPTLY REPORT THE
SAME TO SELLER AND FURNISH SUCH WRITTEN EVIDENCE OR OTHER DOCUMENTATION AS
SELLER MAY DEEM APPROPRIATE. SELLER SHALL NOT BE LIABLE FOR ANY SUCH SHORTAGE,
DAMAGE OR DISCREPANCY UNLESS SELLER HAS RECEIVED NOTICE AND SUBSTANTIATING
EVIDENCE THEREOF FROM PURCHASER WITHIN
THIRTY (30) DAYS OF ARRIVAL OF THE PRODUCTS AT PURCHASER'S SHIPPING ADDRESS. IF
THE SUBSTANTIATING EVIDENCE DELIVERED BY PURCHASER DEMONSTRATES THAT SELLER IS
RESPONSIBLE FOR SUCH SHORTAGE, DAMAGE OR DISCREPANCY, SELLER SHALL PROMPTLY
DELIVER ADDITIONAL OR SUBSTITUTE PRODUCTS TO PURCHASER IN ACCORDANCE WITH THE
DELIVERY PROCEDURES SET FORTH HEREIN.
ARTICLE 6
LIMITED WARRANTY
6.1.
LIMITED WARRANTY. SELLER WARRANTS THAT (I) IT HAS TITLE TO
PRODUCTS SOLD AND PURCHASED PURSUANT TO THIS AGREEMENT; (II) PRODUCT, AT THE
TIME OF SALE, WILL BE FREE FROM ALL LIENS, SECURITY INTERESTS, AND ENCUMBRANCES;
AND (III) THE PRODUCT WILL, ON DELIVERY, CONFORM TO THE SPECIFICATIONS. THE
WARRANTIES SET FORTH IN THIS ARTICLE ARE INTENDED SOLELY FOR THE BENEFIT OF
PURCHASER. ALL CLAIMS HEREUNDER SHALL BE MADE BY PURCHASER AND MAY NOT BE MADE
BY PURCHASER'S CUSTOMERS. THE WARRANTIES