Common use of Order and Acceptance Clause in Contracts

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) terminate this Agreement upon thirty (30) days’ written notice.

Order and Acceptance. All orders for Products submitted by Distributor Customer shall be initiated by written purchase order delivered by orders (including via facsimile or email of a scanned purchase order attachment) sent to BIOSHAFT requesting Altair and shall request a delivery date during within one (1) year of receipt thereof (a “Customer Purchase Order”). Customer Purchase Orders shall be deemed to have been accepted by Altair only upon Altair having issued written confirmation of acceptance (an "Accepted Order"). Once accepted by Altair, the term of this AgreementCustomer Purchase Order becomes firm and non-cancellable. Distributor shall submit Unless agreed otherwise in writing by the Parties, for purchase orders of a quantity of modules up to BIOSHAFT at least an annualized rate of 3,900 modules Altair requires an Accepted Order no later than six (6) months prior to the scheduled initial delivery of modules. For purchase orders of a quantity of modules greater than an annualized rate of 3,900 modules Altair requires an Accepted Order no later than nine (9) months prior to the scheduled initial delivery of modules. Altair shall notify Customer of the acceptance of a Customer Purchase Order within five (5) business days of its receipt of a Customer Purchase Order or such Customer Purchase Order shall be deemed null and void. Customer Purchase Orders shall be substantially in the form of the Attached Exhibit A. Altair agrees that from the date hereof and continuing for thirty six (36) months following the date hereof it shall accept a Customer Purchase Order except as a result of an Altair supply constraint (provided that Altair shall use its commercially reasonable considerations (including, but not limited to, amount of advance notice of a firm order provided and date actual order received) and efforts to fill such Customer Purchase Order and give Customer’s Purchase Order equal priority to any other then unaccepted Altair customer purchase order and any other purchase orders following the Customer Purchase Order within a period of sixty (60) days). In the event that Altair can not fully accept a Customer Purchase Order as a result of a supply constraint, Altair agrees to use its commercial best efforts to meet Customer’s immediate minimum requirement for Customer to meet its delivery obligations through a fair and equitable balancing of production capacity against each customer’s absolute minimum requirement in relation to all such then pending unaccepted purchase orders. This requirement to “balance” production capacity shall not be applicable to Customer’s Purchase Orders for warehoused inventory build-up. Additionally, Altair and Customer agree and acknowledge that (i) Customer’s Purchase Orders and other orders are meant for delivery over time and that the “fair and equitable allocation” may not easily be a precise measurement, and (ii) that supply constraint may be in components of the Product rather than production capacity, and therefore Altair and Customer mutually agree that any determination by Altair of such allocation based on the availability of production capacity or components made reasonably and in good faith shall satisfy this requirement. Notwithstanding the foregoing, Altair shall have no obligation to accept Customer Purchase Orders under this Agreement if any of the following are true: (i) Customer then has outstanding unpaid invoices which are over due and payable, (ii) Customer has made late payments by more than thirty (30) days before past the requested shipment date. No order shall be binding upon BIOSHAFT until accepted applicable due date of any two invoices (or any one invoice 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 sixty (1060) business days past the expected delivery date recited applicable due date) within a rolling six (6) month period, (iii) Customer has refused to take receipt of prior conforming shipments, (iv) Customer is in an accepted purchase order is subject material breach of any material provision of this Agreement, (v) there has been a timely prior notice of intent to terminate this Agreement according to its terms, or (vi) there has been a timely prior notice as a result of the following remedy: BIOSHAFT shallmatters identified in Section 2(i) below which shall be handled in accordance with Section 2(i). During the Term of this Agreement, as promptly thereafter as possible, deliver Customer shall give Altair a monthly rolling forecast on the amount of Product ordered or, Customer intends to order over the following twenty-four (24) months (“Rolling Forecast”). This forecast will be used to assist in the alternative, if BIOSHAFT cannot deliver the full amount Altair’s product manufacture scheduling and to help ensure timely delivery 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 product 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, Proterra in part or in whole, the purchase order amount. However, if BIOSHAFT cannot fulfill accordance with 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) terminate this Agreement upon thirty (30) days’ written noticePurchase Orders.

Order and Acceptance. (a) All orders for Products Product submitted by Distributor shall TIMM ▇▇▇ll be initiated by written purchase order delivered by facsimile or email of a scanned purchase order orders sent to BIOSHAFT MATRITECH and requesting a delivery date during the term of this Agreement. Distributor shall submit purchase orders to BIOSHAFT at least Any order initially placed orally or by e-mail must be confirmed in writing. (b) Within thirty (30) days before of receipt of written notification by MATRITECH of FDA Clearance, TIMM ▇▇▇l issue an initial purchase order for no less than [XXX]* units (one half of which may be free samples) of the Product (the "Initial Order"). Subsequent Purchase orders will be no less than [XXX]* units. MATRITECH shall use its reasonable efforts to deliver Products in fulfillment of the Initial Order within ninety (90) days after receipt of the Initial Order. If MATRITECH does not fulfill the Initial Order within this 90-day period, it shall be deemed to be in default of a material obligation of this Agreement, and if such default is not cured within sixty (60) days thereafter, TIMM ▇▇▇ terminate this Agreement upon written notice to MATRITECH in accordance with Section 8.2(a)(ii) hereof, whether or not TIMM ▇▇▇ given notice of the default to MATRITECH. Upon such termination pursuant to this Section 4.4(b), MATRITECH shall (i) refund the [XXX]* in the marketing fees paid by TIMM ▇▇ MATRITECH upon FDA clearance pursuant to Section 3.1 hereof (but not the initial [XXX]* purchase price paid for the Shares) and (ii) terminate any stop transfer order with MATRITECH's transfer agent and remove any restrictive legends on the shares of Common Stock purchased by TIMM ▇▇▇suant to Section 3.2, thereby permitting TIMM ▇▇ sell the Shares immediately subject to compliance with Rule 144. (c) To facilitate MATRITECH's production scheduling, TIMM ▇▇▇ll submit subsequent purchase orders to MATRITECH at least ninety (90) days prior to the requested shipment datedate of delivery. No Except with respect to orders to fulfill the Minimum Base Annual Purchase Quantity requirements set forth above, no order shall be binding upon BIOSHAFT MATRITECH until accepted by BIOSHAFT MATRITECH in writing, and MATRITECH shall have no liability to TIMM ▇▇▇h respect to purchase orders that are not accepted. BIOSHAFT MATRITECH reserves the right to allocate the supply of the Product pro rata, based approximately on the relative numbers of Product ordered, without incurring any liability to TIMM ▇▇▇ commissions, damages or otherwise. MATRITECH shall use its reasonable best efforts to notify Distributor of TIMM ▇▇ the acceptance or rejection of an order and of the assigned delivery date for accepted orders within five fifteen (515) days after of receipt of the purchase orderan order from TIMM. 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 MATRITECH shall use commercially its reasonable efforts to deliver Products the Product at the times specified either in its quotation or in its written acceptance of Distributor’s purchase ordersTIMM'▇ ▇▇▇ers. The Parties agree that a Any delay of more than ten forty-five (1045) business days past the expected in shipment from MATRITECH's quoted delivery date recited in with respect to orders to fulfill the Minimum Base Annual Purchase Quantity requirements shall serve to reduce the Minimum Base Annual Purchase Quantity requirement by an accepted purchase order is subject amount equal 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 delayed 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 period in which 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) terminate this Agreement upon thirty (30) days’ written noticewas placed.

Order and Acceptance. 4.1. AtriCure, Inc. Forecast. To facilitate Stellartech’s production scheduling, AtriCure, Inc. shall provide Stellartech with a quarterly rolling forecast of AtriCure, Inc’s. anticipated quarterly requirements of Products for the following twelve (12) month period commencing on the date of such forecast. This forecast shall be for Stellartech’s planning purposes only. It is understood that AtriCure, Inc. shall use reasonable efforts to make each forecast as accurate as possible. 4.2. Form of Purchase Orders. AtriCure, Inc. will submit written purchase orders for Products or spare parts to Stellartech with a lead time of at least ninety (90) days prior to the specified delivery date with respect to Products or Parts ordered therein, and Stellartech shall use best efforts to deliver any such Products or Parts in accordance with the terms of the corresponding purchase order. All orders for Products and Parts submitted by Distributor shall be initiated by written purchase order delivered by facsimile or email of a scanned purchase order AtriCure, Inc. to BIOSHAFT requesting a delivery date Stellartech during the term hereof shall be subject to the terms and conditions of this Agreement, except as otherwise agreed to in a writing signed by both parties. Distributor In the event of a conflict between the terms of any AtriCure, Inc. purchase order or Stellartech acknowledgment and the terms of this Agreement, the terms of this Agreement shall submit purchase orders to BIOSHAFT at least thirty (30) days before the requested shipment datecontrol. 4.3. Acceptance or Rejection of Orders By Stellartech. No purchase order placed by AtriCure, Inc. shall be binding upon BIOSHAFT Stellartech until accepted by BIOSHAFT Stellartech in writing, which may be by facsimile, and Stellartech shall have no liability to AtriCure, Inc. with respect to purchase orders, or portions thereof, that are not so accepted. BIOSHAFT Stellartech shall use its reasonable best efforts to notify Distributor AtriCure, Inc. promptly of the acceptance or rejection by Stellartech of an order a AtriCure, Inc. purchase order, or portion thereof, and of the agreed 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 Stellartech shall be deemed to have accepted 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 shallAtriCure, 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 Inc. 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 or any portion thereof, to fulfillwhich Stellartech has not objected to AtriCure, Inc. 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 equitywriting: (i) provide BIOSHAFT with no later than fifteen (15) business days after the opportunity to seek alternative substitute products to fulfill date of such AtriCure, Inc. purchase ordersorder, if sent first by AtriCure, Inc. by facsimile; or (ii) terminate Distributor’s exclusivity in no later than twenty (20) business days after the Territory and engage other suppliers to distribute competitive products in the Territorydate of such AtriCure, Inc. purchase order, if such purchase order is first sent by AtriCure, Inc. by airmail or (iii) terminate this Agreement upon thirty (30) days’ written noticecourier.