Common use of Guarantee of Delivery Clause in Contracts

Guarantee of Delivery. Seller guarantees that all Products ordered by any Participating Premier Member shall be delivered to member up to and should not exceed more than ninety (90) days of Seller's receipt of such member's order for the Product(s). Seller and Participating Premier Member shall agree upon a specific date of delivery of the Product(s). Participating Premier Member may delay any scheduled delivery of the Product(s) for up to ninety (90) days after the execution of the purchase order by providing written notice of such delay to the Seller at least thirty (30) days prior to such scheduled date of delivery without any increase in the price of the Product(s). If Seller fails to deliver any Product(s) within the above-mentioned time period, the Participating Premier Member, at its sole discretion, may exercise any of the following options: (A) to purchase any substitute product(s) from another source(s), and subsequently be reimbursed by Seller for the difference between such member's actual acquisition cost for such product(s) and the price(s) such member would have paid for Seller's Product(s) under this Agreement; provided that the difference will not exceed Seller's list prices; (B) to terminate the purchase order for the Product(s) without penalty, and immediately refund to Participating Premier Member all funds paid for the Product(s) and any related materials pursuant to such purchase order, or (C) for those Product(s) purchased, to extend the warranty period referred to in Section 10.2, at no charge, by two (2) business days for each calendar day, or portion thereof that delivery is delayed after the scheduled date of delivery as agreed upon by the Seller and Participating Premier Member. Any such warranty extension days described in (C) will be provided on the days of the week covered under such warranty. Upon the request of any Participating Premier Member, Seller will assist any such Participating Premier Member in finding alternative acceptable sources for any Product(s) which Seller cannot deliver according to the guaranteed delivery time specified above. For orders placed with an Authorized Seller's Distributor, guarantee of delivery provisions will be negotiated between each Participating Premier Member and the Authorized Seller's Distributor. If the Authorized Seller's Distributor fails to deliver any Product(s) within the foregoing negotiated time period because Seller has failed to provide the Product(s) to the Authorized Seller's Distributor, the Participating Premier Member may exercise any of the options (A) through (C)

Guarantee of Delivery. Seller guarantees is responsible for maintaining adequate stock so that all Products ordered by any deliveries may be made to the Participating Premier Member shall be delivered according to member up to and should not exceed more than ninety (90) days of Seller's receipt of such member's order the delivery schedules designated for the Product(s)Products in the applicable PPA and with a minimum fill rate of [. . . *** . . .] within [. . . *** . . .] business days based on first time receipts, excluding build-to-order products. Seller and Participating Premier Member shall agree upon a specific date of delivery of the Product(s). Participating Premier Member may delay any scheduled delivery of the Product(s) for up to ninety (90) days after the execution of the purchase order by providing written notice of such delay to the Seller at least thirty (30) days prior to such scheduled date of delivery without any increase in the price of the Product(s). If Seller fails to deliver any Product(s) within the above-mentioned time period, notify the Participating Premier Member, at its sole discretion, may exercise any of the following options: (A) to purchase any substitute product(s) from another source(s), and subsequently be reimbursed by Seller for the difference between such member's actual acquisition cost for such product(s) and the price(s) such member would have paid for Seller's Product(s) under this Agreement; provided that the difference will not exceed Seller's list prices; (B) to terminate the purchase order for the Product(s) without penalty, and immediately refund to Participating Premier Member all funds paid for the Product(s) and any related materials pursuant to such purchase order, or (C) for those Product(s) purchased, to extend the warranty period referred to in Section 10.2, at no charge, by within two (2) business days for each calendar day, or portion thereof after receipt of a purchase order if it will not be able to fill the order within a specified time period. Participating Member may cancel any order that delivery is delayed after Seller cannot fill within the scheduled date of delivery as agreed upon by the Seller and Participating Premier Member. Any such warranty extension days described committed time period set forth in (C) will be provided on the days of the week covered under such warrantythis Agreement. Upon the request of any Participating Premier Member, Seller will assist any such Participating Premier Member in finding alternative acceptable sources for any Product(s) which Seller cannot deliver according to agreed-upon time periods. The Participating Member may terminate a Committed Purchase Agreement with Seller (if applicable) in accordance with the guaranteed delivery notice and cure provisions thereof if, for any Product for which the Participating Member has a purchase obligation under the Committed Purchase Agreement, Seller fails to maintain a [. . . *** . . .] on-time specified abovefill rate and is unable to provide a suitable substitute product having equivalent function at the same price. For orders placed with an Authorized Seller's Distributor, and orders that are subject to a Member Freight Program, guarantee of delivery provisions will be negotiated between each Participating Premier Member and the Authorized Seller's DistributorDistributor and/or the third parties involved in the Member Freight Program (“Member Freight Managers”). If the Authorized Seller's Distributor or Member Freight Manager fails to deliver any Product(s) within the foregoing negotiated time period because Seller has failed to provide the Product(s) to the Authorized Seller's DistributorDistributor or Member Freight Manager and does not cure such failure in accordance with Section 13.1, the Participating Premier Member may exercise purchase any substitute product(s) from another source(s), and Seller shall reimburse such member for the difference between such member’s actual F.O.B. destination acquisition cost for such product(s) and the price(s) such member would have paid for Seller’s Product(s) under this Agreement, provided that Seller is notified by the Participating Member of such failure to deliver and cannot provide an alternative Product acceptable to the options (AParticipating Member at the same price. Upon the request of any Participating Member, Seller will assist any such Participating Member in finding alternative acceptable sources for any Product(s) through (C)which an Authorized Distributor cannot deliver according to the guaranteed delivery time specified above.

Guarantee of Delivery. Seller guarantees that all Products ordered by any Participating Premier Member shall be delivered to such member up to and should not exceed within no more than ninety (90) the number of days of Seller's receipt of such member's order for the Product(s). Seller and Participating Premier Member shall agree upon a specific date of delivery ) as is set forth in Item 6 of the Product(s). Participating Premier Member may delay any scheduled delivery of the Product(s) for up to ninety (90) days after the execution of the purchase order by providing written notice of such delay to the Seller at least thirty (30) days prior to such scheduled date of delivery without any increase in the price of the Product(s)Cover Sheet. If Seller fails to deliver any Product(s) within the above-mentioned time period, the Participating Premier Member, at its sole discretion, Member may exercise any of the following options: (A) to purchase any substitute product(s) from another source(s), and subsequently be reimbursed by Seller shall reimburse such member for the difference between such member's actual F.O.B. destination acquisition cost for such product(s) and the price(s) such member would have paid for Seller's Product(s) under this Agreement; provided that the difference will not exceed Seller's list prices; (B) to terminate the purchase order for the Product(s) without penalty, and immediately refund to Participating Premier Member all funds paid for the Product(s) and any related materials pursuant to such purchase order, or (C) for those Product(s) purchased, to extend the warranty period referred to in Section 10.2, at no charge, by two (2) business days for each calendar day, or portion thereof that delivery is delayed after the scheduled date of delivery as agreed upon by the Seller and Participating Premier Member. Any such warranty extension days described in (C) will be provided on the days of the week covered under such warranty. Upon the request of any Participating Premier Member, Seller will assist any such Participating Premier Member in finding alternative acceptable sources for any Product(s) which Seller cannot deliver according to the guaranteed delivery time specified above. For orders placed with an Authorized Seller's Distributor, guarantee of delivery provisions will be negotiated between each Participating Premier Member and the Authorized Seller's Distributor. If the Authorized Seller's Distributor fails to deliver any Product(s) within the foregoing negotiated time period because Seller has failed to provide the Product(s) to the Authorized Seller's Distributor, the Participating Premier Member may exercise purchase any substitute product(s) from another source(s), and Seller shall reimburse such member for the difference between such member's actual F.O.B. destination acquisition cost for such product(s) and the price(s) such member would have paid for Seller's Product(s) under this Agreement, provided that Seller is notified by the Participating Member of such failure to deliver and cannot provide an alternative product acceptable to the options (AParticipating Member at the same price. Upon the request of any Participating Member, Seller will assist any such Participating Member in finding alternative acceptable sources for any Product(s) through (C)which an Authorized Distributor cannot deliver according to the guaranteed delivery time specified above.