THE COMPANY SHALL FURNISH THE MANUFACTURER WITH A BINDING PURCHASE
ORDER FOR PRODUCTS FOR THE ENSUING 3-MONTH PERIOD AND SHALL, 30 DAYS PRIOR TO
THE EXPIRATION OF THE AFOREMENTIONED 3-MONTH PERIOD AND OF EACH CONSECUTIVE
3-MONTH PERIOD FURNISH THE MANUFACTURER WITH A BINDING PURCHASE ORDER FOR
PRODUCTS FOR THE RESPECTIVE FOLLOWING 3-MONTH PERIOD(S) (THE "BINDING PURCHASE
ORDERS").
8.3.
ANY PRODUCTS COVERED BY A BINDING PURCHASE
ORDER SHALL BE MANUFACTURED BY THE MANUFACTURER AND DELIVERED TO THE COMPANY, OR
TO A DESTINATION SPECIFIED BY THE COMPANY, WITHIN 5 DAYS, EARLIER OR AFTER, OF
THE DATE SPECIFIED IN THE BINDING PURCHASE ORDER, PROVIDED HOWEVER THAT WITH
RESPECT TO ANY ADDITIONAL INCREASED PRODUCTS (AS DEFINED IN SECTION 8.4.1
BELOW), THE DELIVERY PERIOD SHALL BE WITHIN 30 DAYS OF SUBMISSION BY THE COMPANY
OF THE NOTICE REQUIRING THE RELEVANT INCREASE.
8.4.
NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY
CONTAINED HEREIN, THE COMPANY SHALL BE ENTITLED TO (BY GIVING WRITTEN NOTICE TO
THE MANUFACTURER):
8.4.1.
INCREASE THE NUMBER OF PRODUCTS COVERED BY ANY
BINDING PURCHASE ORDER (THE "ADDITIONAL INCREASED PRODUCTS"), PROVIDED THAT THE
AGGREGATE PRODUCTS ORDERED BY THE COMPANY DURING ANY GIVEN 6-MONTH PERIOD SHALL
NOT EXCEED BY MORE THAN 35% THE RESPECTIVE FORECAST, UNLESS ACCEPTED BY THE
MANUFACTURER IN WRITING; OR
8.4.2.
REQUIRE THE MANUFACTURER TO POSTPONE DELIVERY OF ANY
PRODUCT COVERED BY A BINDING PURCHASE ORDER (INCLUDING ANY ADDITIONAL INCREASED
PRODUCTS) BY UP TO 60 DAYS, PROVIDED THAT SUCH REQUIREMENT IS SUBMITTED TO THE
MANUFACTURER NOT LATER THAN 30 DAYS PRIOR TO THE SPECIFIED DELIVERY DATE; OR
8.4.3.
CANCEL ANY BINDING PURCHASE ORDER, IN WHOLE OR IN
PART, PROVIDED THAT A NOTICE WITH RESPECT THERETO IS SUBMITTED TO THE
MANUFACTURER NOT LATER THAN 45 DAYS PRIOR TO THE SPECIFIED DELIVERY DATE AND
THAT THE COMPANY SHALL REIMBURSE THE
7
MANUFACTURER FOR ALL COSTS ACTUALLY SPENT IN THE PURCHASE OF THE MATERIALS
PERTAINING THERETO, AS EVIDENCED BY PROPER DOCUMENTATION, AGAINST DELIVERY OF
SUCH MATERIALS TO THE COMPANY.
8.5.
DELIVERY OF PRODUCTS SHALL BE MADE ON A FCA
(AS SUCH TERM IS DEFINED IN INCOTERMS 2000, PUBLICATION 560 OF THE INTERNATIONAL
CHAMBER OF COMMERCE) BEN-GURION AIRPORT BASIS. THE COMPANY SHALL HAVE THE RIGHT
TO DESIGNATE ONE OR MORE DESTINATIONS FOR THE PRODUCTS OF EACH BINDING PURCHASE
ORDER 10 DAYS PRIOR TO THE SHIPMENT BY THE MANUFACTURER.
8.6.
IF THE MANUFACTURER DISCOVERS AT ANY TIME
THAT, USING BEST EFFORTS, IT IS UNABLE TO DELIVER A BINDING PURCHASE ORDER ON A
RESPECTIVE DELIVERY DATE, THE MANUFACTURER SHALL IMMEDIATELY SO NOTIFY THE
COMPANY AND INFORM THE COMPANY OF THE EARLIEST POSSIBLE ALTERNATIVE DELIVERY
DATE. UPON THE COMPANY'S RECEIPT OF SUCH NOTICE OR IF THE MANUFACTURER HAS
FAILED TO SO NOTIFY THE COMPANY AT LEAST 30 DAYS PRIOR TO THE RELEVANT DELIVERY
DATE, THE COMPANY MAY, AT ITS SOLE OPTION (WITHOUT DEROGATING FROM ANY
ADDITIONAL OR OTHER REMEDY OR RIGHT THAT MAY BE AVAILABLE TO IT PURSUANT TO THIS
AGREEMENT AND/OR THE APPLICABLE LAW):
8.6.1.
CANCEL, IN WHOLE OR IN PART, THE BINDING PURCHASE
ORDER, REFUSE TO ACCEPT DELIVERY