Order and Acceptance Clause Samples

Order and Acceptance. All orders for Product submitted by Distributor shall be initiated by written purchase orders sent to Micrus via a method set forth in Section 11.5 and requesting a delivery date during the term of this Agreement; provided, however, that an order may initially be placed orally, by telefax or by e-mail if a confirming written purchase order is received by Micrus within [***] after said oral, telefax or e-mail order. To facilitate Micrus’ production scheduling, Distributor shall submit purchase orders to Micrus at least [***] prior to the first day of the requested month of delivery. No order shall be binding upon Micrus until accepted by Micrus in writing, and Micrus shall have no liability to Distributor with respect to purchase orders that are not so accepted. Micrus shall either: (i) notify Distributor, in writing, of the acceptance or rejection of an order (or any portion thereof) and of the assigned delivery date for accepted orders with [***] of receipt of the purchase order; or (ii) send Product pursuant to such accepted order. No partial fulfillment of an order shall constitute a commitment to fulfill the entire order, absent the written acceptance of such entire order. Micrus shall use its commercially reasonable efforts to deliver Product at the time specified in its written acceptance of Distributor’s purchase orders. Micrus reserves the right at any time to discontinue the manufacture, supply or sale of any Product, to make changes in materials or design, or to add improvements to any Product, without incurring any liability whatsoever.

Order and Acceptance. 2.1 Buyer shall place a PO by any agreed written means. In addition to any mandatory information, Buyer shall indicate in the PO (i) Mersen’s reference for the Goods and/or Services, (ii) the Goods’ quantity, delivery date, and International Commercial Terms Ed. 2010 (the “INCOTERMS”), and (iii) prices and payment terms. 2.2 For any PO of less than EUR200 or equivalent, Mersen reserves the right to either reject such PO or to charge for supplementary costs (including, but not limited to, logistics costs, transportation costs). 2.3 Mersen shall be bound by a PO only upon occurrence of the earlier of (i) Mersen’s express written acceptance of the PO, which shall be made in a timely manner or (ii) the performance by Mersen of any activity associated with the delivery of the Goods and/or Services by Mersen. 2.4 The cancellation before shipment of any PO which has been confirmed by Mersen shall be subject to Mersen’s prior written approval. For engineered-to-order Goods, the cancellation will be subject to the terms stated in Sections 13.2 and 13.3 of these GTCS.

Order and Acceptance. No order will be binding until accepted by Company. As condition to acceptance, Company may require that Customer verify an order by signing the Company’s Order Verification form, without modification, submitted to the Company’s headquarters. Company will have no liability for purchase orders that are not verified and accepted. Company may establish minimum Product order quantities. Once Order Verification has been received by Company, Customer may only change or cancel the order with the Company’s written consent, which may require the Customer to pay a change fee or cancellation fee equal to the greater of $350 or up to 20% of the invoice value of the order except where the order is custom or country specific, in which case the cancellation fee may equal to the entire amount of the cancelled order.

Order and Acceptance. All orders for Products submitted by Distributor shall be initiated by written purchase order delivered in person or by first class mail, facsimile or electronic submission to INFRAREDX during the term of this Agreement. No order shall be binding upon INFRAREDX until accepted by INFRAREDX in writing. INFRAREDX shall use its reasonable best efforts to notify Distributor of the acceptance or rejection of an order and of the assigned delivery date for accepted orders within five (5) business days after receipt of the purchase order. Notwithstanding the foregoing, if Distributor does not receive such notice within five (5) business days after receipt of the purchase order, the orders shall be deemed as having been accepted by INFRAREDX. INFRAREDX may accept a purchase order by electronic transmission, in writing, by shipment of a partial order or the entire order, or other methods of express acceptance. INFRAREDX shall use commercially reasonable efforts to accept purchase orders if such order is issued seventy-five (75) days prior to the requested delivery date. In any event, INFRAREDX shall treat orders of Distributor in the manner that is not less favourable than any orders by other distributors as to the priority for delivery. INFRAREDX shall deliver Products within seventy-five (75) days after acceptance of Distributor’s purchase orders.

Order and Acceptance. All orders for Hybrids shall be made by signed written purchase orders by Starkey to a Sonic employee designated in writing by Sonic, sent to Sonic at Sonic's address for notice hereunder and proposing a delivery date that is consistent with the Forecasts and not less than sixty (60) days after Sonic's receipt of such purchase order. To the extent that any one purchase order exceeds [ * ] Hybrids, such purchase order must be submitted to Sonic at least ninety (90) days in advance of any requested delivery date. Orders shall be placed by a signed written purchase order, which may be provided to Sonic by fax. Sonic shall accept or reject purchase orders by fax or in writing within seven (7) days of receipt, it being understood that no purchase order shall be binding upon Sonic until accepted by Sonic. Sonic shall fulfill purchase orders accepted by Sonic pursuant to the terms and conditions of this Agreement. [ * ]= CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. No partial shipment of an order shall constitute the acceptance of the entire order, absent the written acceptance of such entire order. Once accepted by Sonic, Starkey may cancel or reschedule purchase orders for Hybrids only with Sonic's prior written approval.

Order and Acceptance. All orders for Products submitted by Distributor shall be initiated by written purchase order delivered by facsimile or email of a scanned purchase order to BIOSHAFT requesting a delivery date during the term of this Agreement. Distributor shall submit purchase orders to BIOSHAFT at least thirty (30) days before the requested shipment date. No order shall be binding upon BIOSHAFT until accepted by BIOSHAFT in writing. BIOSHAFT shall use its reasonable best efforts to notify Distributor of the acceptance or rejection of an order and of the assigned delivery date for accepted orders within five (5) days after receipt of the purchase order. BIOSHAFT shall have no liability to Distributor with respect to purchase orders that are not accepted, except as set forth below in this Section 3(d). No partial shipment of an order shall constitute the acceptance of the entire order, absent the written acceptance of such entire order. BIOSHAFT shall use commercially reasonable efforts to deliver Products at the times specified either in its quotation or in its written acceptance of Distributor’s purchase orders. The Parties agree that a delay of more than ten (10) business days past the expected delivery date recited in an accepted purchase order is subject to the following remedy: BIOSHAFT shall, as promptly thereafter as possible, deliver the amount of Product ordered or, in the alternative, if BIOSHAFT cannot deliver the full amount of the Product ordered under the purchase order then BIOSHAFT shall deliver a partial amount of Product and invoice Distributor only for the amount of Product actually shipped from BIOSHAFT to Distributor. Thereafter, BIOSHAFT may fulfill the additional amount of Product ordered under the unfulfilled purchase order, and deliver the remaining amount due under the purchase order and only invoice for that remaining amount when the remaining Product amount is actually shipped. BIOSHAFT will promptly notify Distributor if it is unable to fulfill, in part or in whole, the purchase order amount. However, if BIOSHAFT cannot fulfill accepted purchase orders for two (2) consecutive quarters, Distributor may, in its discretion, and without limiting Distributor’s other remedies at law or equity: (i) provide BIOSHAFT with the opportunity to seek alternative substitute products to fulfill such purchase orders, (ii) terminate Distributor’s exclusivity in the Territory and engage other suppliers to distribute competitive products in the Territory, or (iii...

Order and Acceptance. Before accepting order from its customers, Hakuto shall place written order inquiry for the Products with Manufacturer on Hakuto's standard order inquiry form setting forth the quantity of Products, the specifications therefor, and the desired delivery date. Manufacturer shall use its reasonable best efforts to notify Distributor of the acceptance or rejection of an order inquiry and of the assigned delivery date for accepted orders within five (5) days after receipt of the order inquiry. Upon acceptance of the order inquiry by the Manufacturer, Hakuto shall place written orders for the Products with Manufacturer on Hakuto's standard purchase order form setting forth the quantity of Products, the specifications therefor, and the desired delivery date as agreed by Manufacturer. To facilitate Manufacturer's production scheduling, Distributor shall submit purchase orders to Manufacturer at least sixty (60) days prior to the first day of the requested month of delivery. No order shall be binding upon Manufacturer until accepted by Manufacturer in writing, and Manufacturer shall have no liability to Distributor with respect to purchase orders that are not accepted. No partial shipment of an order shall constitute the acceptance of the entire order, absent the written acceptance of such entire order. Manufacturer shall use its reasonable best efforts to deliver Products at the times specified -------- * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. 2 either in its quotation or in its written acceptance of Distributor's purchase orders. The Products sold to Hakuto by Manufacturer shall be shipped F.O.B. (as defined in Section 2319 of the California Uniform Commercial Code) Manufacturer's factory at Fremont, CA to the destination in the Territory designated by Hakuto in the purchase order, unless otherwise agreed by the parties. Hakuto will supply a [*] rolling forecast throughout the agreement.

Order and Acceptance. If Subcontractor fails to object in writing and deliver such objection to Contractor within five (5) business days of Contractor’s delivery of the site-specific Purchase Order to Subcontractor, then Subcontractor shall be deemed to have conclusively and unconditionally accepted such site-specific Subcontract Purchase Order. Following expiration of such five (5) day period, Subcontractor’s acceptance shall be deemed to have occurred even if Subcontractor has not signed or returned the executed Purchase Order to Contractor. Additionally, Subcontractor’s commencement of shipment, promise of shipment, or the furnishing of merchandise, materials, equipment, tools, services or work that is the subject matter of this Agreement (the "Merchandise,” “Services” or “Work”) shall constitute Subcontractor's agreement that it will deliver the Merchandise, Services or Work in accordance with the terms and conditions of this Agreement. Subcontractor agrees to follow the shipping and invoicing instructions issued by Contractor, which instructions are incorporated by reference into this Agreement. Shipment by Subcontractor of any part of the Merchandise or materials which are the subject of this Agreement, or performance of any of the Services or Work set forth in this Agreement, shall constitute an acceptance of this Agreement for all of the Merchandise, Services or Work ordered herein and acceptance of these terms, conditions, and instructions. The absence of a formal signature by Subcontractor in a site-specific purchase order shall not relieve Subcontractor to comply with all of the terms of this Agreement. Any request or demand for, or statement purporting to make Subcontractor's acceptance conditional on Contractor's assent to, additional or different terms shall be of no effect unless Contractor accepts the changes in writing and initials those changes. Contractor may revoke or modify this Agreement at any time prior to acceptance by Subcontractor. Contractor, in its sole discretion, reserves the right to correct any stenographic, arithmetic and clerical errors.

Order and Acceptance. All orders for Optoplex’s suite of products (“Products”) shall be made by written purchase order sent to Optoplex via postal mail or email, or by facsimile if a confirming written purchase order is received by Optoplex within five (5) days of said facsimile order. All purchase orders shall reference this Agreement. No purchase order shall be binding upon Optoplex until accepted in writing by Optoplex and Optoplex shall have no liability to Buyer with respect to purchase orders that are not accepted. Buyer shall submit purchase orders to Optoplex in accordance with Optoplex's lead times then in effect.