Common use of Acceptance of Purchase Orders Clause in Contracts

Acceptance of Purchase Orders. Purchase Orders are binding only upon acceptance by Cepheid. Cepheid will only accept Purchase Orders that are issued in conformance with the provisions of this Sales Agreement (and attached Quotation as appropriate). Upon acceptance of a Purchase Order, this Sales Agreement (and attached Quotation as appropriate) and such accepted Purchase Order shall constitute a contract between the Purchaser and Cepheid. PRICE: The sales price(s) for the Goods will be the listed or posted price(s) of Cepheid in effect at the time of shipment, or the price stated in a written Quotation provided by Cepheid. Cepheid’s quotations are subject to change at any time prior to acceptance of an order and expire sixty (60) days from the date of this Sales Agreement. The reasonable cost of packing, crating, shipping, and insurance are prepaid and will be added to the invoice. Where applicable, the Purchaser will pay directly all import duties. Price(s) do not include GST which will be added to the invoice, as a separate line item. DELIVERY: Goods will be packed in Cepheid's standard shipping packages and shipped by method and carrier to be selected by Cepheid, unless otherwise specified otherwise by Cepheid. Cepheid will use reasonable effort to effect shipment of the Goods on or before quoted shipment dates; however Cepheid shall not be liable for any delay or failure in delivery where such delay or failure results from any cause beyond Cepheid’s control, including, but not limited to, act of God, lockouts, strikes, fire, riots, tempest, pandemic, boycott, embargo, government regulations, accidents to machinery, war, non-availability of materials or default by any manufacturer for or sub-contractor to Cepheid [Force Majeure]. Cepheid may make deliveries in installments, and each installment shall be deemed to be a separate sale, for which a separate invoice will be rendered by Cepheid. Cepheid shall also have the right, to the extent necessary in Cepheid’s reasonable judgment, to apportion fairly among its various Customers in a manner deemed equitable by Cepheid, the Goods then available for delivery.

Acceptance of Purchase Orders. Purchase Orders are binding only upon acceptance by Cepheid. Cepheid will only accept Purchase Purcha se Orders that are issued in conformance with the provisions of this Sales Agreement (and attached Quotation as appropriate). Upon acceptance of a Purchase Order, this Sales Agreement (and attached Quotation as appropriate) and such accepted Purchase Order shall constitute a contract between the Purchaser and Cepheid. PRICE: The sales price(s) for the Goods will be the listed or posted price(s) of Cepheid in effect at the time of shipment, or the price stated in a written Quotation provided by Cepheid. Cepheid’s quotations are subject to change at any time prior to acceptance of an order and expire sixty (60) days from the date of this Sales Agreement. The reasonable cost of packing, crating, shipping, and insurance are prepaid and will be added to the invoice. Where applicable, the Purchaser will pay directly all import duties. Price(s) do not include GST which will be added to the invoice, as a separate line item. DELIVERY: Goods will be packed in Cepheid's standard shipping packages and shipped by method and carrier to be selected by Cepheid, unless otherwise specified otherwise by Cepheid. Cepheid will use reasonable effort to effect shipment of the Goods on or before quoted shipment dates; however Cepheid shall not be liable for any delay or failure in delivery where such delay or failure results from any cause beyond Cepheid’s control, including, but not limited to, act of God, lockouts, strikes, fire, riots, tempest, pandemic, boycott, embargo, government regulations, accidents to machinery, war, non-availability of materials or default by any manufacturer for or sub-contractor to Cepheid [Force Majeure]. Cepheid may make deliveries in installments, and each installment shall be deemed to be a separate sale, for which a separate invoice will be rendered by Cepheid. Cepheid shall also have the right, to the extent necessary in Cepheid’s reasonable judgment, to apportion fairly among its various Customers in a manner deemed equitable by Cepheid, the Goods then available for delivery.

Acceptance of Purchase Orders. Purchase Orders are binding only upon acceptance by Cepheid. Cepheid will only Company shall accept Purchase Orders that are issued in conformance with the provisions of this Sales Agreement (and attached Quotation as appropriate). Upon acceptance of a Purchase Order, this Sales Agreement (and attached Quotation as appropriate) and such accepted provided that Company may reject in good faith a Purchase Order shall constitute a contract between if the Purchaser and Cepheid. PRICE: The sales price(s) for Purchase Order does not comply with Section 2.2, “Purchase Orders,” does not comply with Company’s applicable lead time requirements as set forth in Exhibit C (the Goods will be the listed or posted price(s) of Cepheid in effect at the time of shipment“Lead Time Schedule”), or the price Products ordered exceed Distributor’s Minimum Purchase Amount, as defined in Section 2.10, “Minimum Purchase Amount,” for the applicable period. Company shall provide Distributor written notice of Company’s acceptance or rejection of a Purchase Order within ten (10) business days of receipt of the Purchase Order. If Company rejects a Purchase Order for a reason permitted under this Section 2.3, Company shall provide the reason for the rejection and provide Distributor with a reasonable opportunity to cure the stated in non-compliance. If Company does not reject a written Quotation provided by Cepheid. Cepheid’s quotations are subject to change at any time prior to acceptance Purchase Order within ten (10) business days of an order and expire sixty (60) days from receipt of the date of this Sales Agreement. The reasonable cost of packing, crating, shipping, and insurance are prepaid and will be added to the invoice. Where applicablePurchase Order, the Purchaser will Purchase Order is deemed accepted. In the event that Company does not timely fulfill a Purchase Order that Company has an obligation to accept or otherwise has accepted under this Section 2.3, Company shall, in its sole discretion, pay directly all import duties. Price(sDistributor or issue a credit to Distributor in an amount equal to fifty percent (50%) do not include GST which will be added to the invoice, as a separate line item. DELIVERY: Goods will be packed in Cepheid's standard shipping packages and shipped by method and carrier to be selected by Cepheid, unless otherwise specified otherwise by Cepheid. Cepheid will use reasonable effort to effect shipment of the Goods on or before quoted shipment dates; however Cepheid shall not be liable for any delay or failure in delivery where such delay or failure results from any cause beyond Cepheid’s control, including, but not limited to, act total of God, lockouts, strikes, fire, riots, tempest, pandemic, boycott, embargo, government regulations, accidents to machinery, war, non-availability the Prices of materials or default by any manufacturer for or sub-contractor to Cepheid [Force Majeure]. Cepheid may make deliveries in installments, and each installment shall be deemed to be a separate sale, for which a separate invoice will be rendered by Cepheid. Cepheid shall also have the right, to the extent necessary in Cepheid’s reasonable judgment, to apportion fairly among its various Customers in a manner deemed equitable by CepheidProducts (i.e., the Goods then available transfer price hereunder) that Company is unable to fulfill from such Purchase Order. Except for delivery.Distributor’s rights to terminate for cause under Section 10.2, “Termination for Cause,” and to obtain the Termination Fee under Section 10.6, “Expiration and Termination,” the remedy under this Section 2.3 is Distributor’s sole remedy for Company’s failure to timely fulfill a Purchase Order. 

Acceptance of Purchase Orders. Purchase Orders are binding Buyer's commitment to purchase goods or services from Seller arises only upon acceptance by Cepheid. Cepheid will only accept Purchase Orders that are issued in conformance with the provisions of this Sales Agreement (and attached Quotation as appropriate). Upon acceptance Buyer's issuance of a Purchase Order, this Sales Agreement (Order to Seller and attached Quotation as appropriate) and such accepted Purchase Order shall constitute a contract between the Purchaser and Cepheid. PRICE: The sales price(s) for the Goods will be the listed Seller’s acceptance or posted price(s) of Cepheid in effect at the time of shipment, or the price stated in a written Quotation provided by Cepheid. Cepheid’s quotations are subject to change at any time prior to deemed acceptance of an order and expire sixty (60) days from the date of this Sales Agreementsuch Purchase Order. The reasonable cost of packingAny forecasts, cratingcommitments, shippingprojections, and insurance are prepaid and will be added to the invoice. Where applicable, the Purchaser will pay directly all import duties. Price(s) do not include GST which will be added to the invoice, as a separate line item. DELIVERY: Goods will be packed in Cepheid's standard shipping packages and shipped by method and carrier representation about quantities to be selected by Cepheid, unless otherwise specified otherwise by Cepheid. Cepheid will use reasonable effort purchased or other estimates provided to effect shipment of the Goods on or before quoted shipment dates; however Cepheid Seller are for planning purposes only and shall not be binding upon Buyer and Buyer shall not be liable for any delay or failure amounts incurred by Seller in delivery where reliance on such delay or failure results from any cause beyond Cepheid’s control, including, but not limited to, act estimates. Acknowledgement of God, lockouts, strikes, fire, riots, tempest, pandemic, boycott, embargo, government regulations, accidents to machinery, war, non-availability of materials or default a Purchase Order by any manufacturer means, including without limitation, by beginning performance of the work or supply of the goods called for or sub-contractor to Cepheid [Force Majeure]. Cepheid may make deliveries in installmentsby a Purchase Order, and each installment shall be deemed acceptance of such Purchase Order. If Seller allows ten (10) days to be lapse from the time a separate salePurchase Order is received by Seller, for which a separate invoice neither accepting the order in the manner indicated above nor giving Buyer written notice of rejection of the order, then such Purchase Order will be rendered deemed accepted by CepheidSeller. Cepheid shall also have the right, to the extent necessary in Cepheid’s reasonable judgment, to apportion fairly among its various Customers The terms set forth in a manner deemed equitable Purchase Order take precedence over any alternative terms in any other document connected with the applicable transaction except in the case of a direct conflict with these Terms and Conditions, in which case these Terms and Conditions shall prevail unless the parties have expressly and specifically agreed in writing that the conflicting Purchase Order terms are intended to override these Terms and Conditions in the event of a conflict. Once delivered by CepheidBuyer to Seller, a Purchase Order may not be amended, modified or any requirement of such Purchase Order waived except by a written document signed or submitted electronically by an authorized officer of Buyer and Seller that references the Goods then available for deliveryspecific Purchase Order in question. A Purchase Order shall not constitute an acceptance by Buyer of any offer to sell, any quotation, or any proposal. Reference in a Purchase Order to any such offer to sell, quotation or proposal shall in no way constitute a modification of any of the terms of the Agreement or such Purchase Order. ANY ATTEMPTED CONFIRMATION OR ACKNOWLEDGMENT BY SELLER THAT CONTAINS TERMS INCONSISTENT WITH OR IN ADDITION TO THE TERMS OF THE APPLICABLE PURCHASE ORDER OR BUYER'S TERMS AND CONDITIONS IS NOT BINDING UNLESS SPECIFICALLY ACCEPTED BY BUYER IN WRITING. THE AGREEMENT EXPRESSLY LIMITS ACCEPTANCE TO THE TERMS OF THE APPLICABLE PURCHASE ORDER AND BUYER'S TERMS AND CONDITIONS AND BUYER HEREBY OBJECTS TO AND REJECTS ANY DIFFERENT OR ADDITIONAL TERMS CONTAINED IN ANY RESPONSE TO ANY OF ITS PURCHASE ORDERS. EACH PURCHASE ORDER EXPRESSLY INCLUDES ALL IMPLIED WARRANTIES AND ALL OF THE BUYER’S REMEDIES SET FORTH IN THE UNIFORM COMMERCIAL CODE. EXCEPT AS STATED ABOVE, THE TERMS OF THE AGREEMENT ARE THE SOLE AND EXCLUSIVE TERMS ON WHICH THE BUYER AGREES TO BE BOUND.