Common use of Order Procedures Clause in Contracts

Order Procedures. (a) Each time Newpark desires to place an order for Products, Newpark shall deliver to Manufacturer a purchase order (the "Purchase Order") which shall designate: (i) The items, quantities, delivery dates (based on reasonable lead times), shipping instructions and product specifications for the Products subject to the Purchase Order; (ii) The unit price at which Newpark is able to obtain the Products from a third party manufacturer (which shall be the unit price at which Manufacturer will be required to sell the applicable Products to Newpark if Manufacturer accepts the Purchase Order); and (iii) The applicable product warranties, which shall be equivalent to the product warranties offered to Newpark by a third party manufacturer. Within five business days of its receipt of a Purchase Order, Manufacturer shall notify Newpark in writing whether it accepts or rejects the Purchase Order. Manufacturer shall be under no obligation to accept any particular Purchase Order. The terms and conditions applicable to each Purchase Order shall be as set forth in the original Purchase Order submitted by Newpark and as otherwise agreed upon by Newpark and Manufacturer at the time of acceptance of each Purchase Order. Any such additional terms and conditions shall be deemed to be incorporated in and to be a part of the applicable Purchase Order. (b) If Manufacturer accepts a Purchase Order, Manufacturer shall manufacture, sell and deliver the Products subject thereto in accordance with the terms and conditions of the Purchase Order, including, without limitation, the provisions thereof relating to purchase price, payment terms and delivery dates. Manufacturer may contract with any other person (a "Subcontractor") for the manufacture of the Products subject to a Purchase Order provided that the Subcontractor meets all standards and fulfills all obligations imposed on Manufacturer with respect to the manufacture of such Products, whether pursuant to this Agreement or the applicable Purchase Order. If Manufacturer utilizes the services of a Subcontractor, Manufacturer shall be responsible for overseeing the operations of the Subcontractor and for the compliance by the Subcontractor with all applicable requirements of the Purchase Order and this Agreement. (c) If Manufacturer rejects a Purchase Order, or if Manufacturer fails to accept the Purchase Order in writing within five days of its receipt thereof, or if Manufacturer otherwise is unable or unwilling to fill the Purchase Order on the terms submitted by Newpark pursuant to paragraph 2.2(a) (including, without limitation, the terms regarding purchase price, payment terms and delivery dates), Newpark shall have the absolute right to manufacture the Products subject to the Purchase Order, either directly or through the use of Subcontractors, and neither Newpark nor Manufacturer shall have any liability or obligation to one another with respect to the Products subject to such Purchase Order. (d) All risk of loss with respect to Products manufactured by Manufacturer for Newpark shall be borne by Manufacturer until the delivery of the Products to, and the acceptance of the Products by, Newpark in accordance with the terms of the applicable Purchase Order.

Order Procedures. (a) Each time Newpark desires to place FIRM ZONE. Product quantities forecasted for the first [**] months of an order for Products, Newpark shall deliver to Manufacturer a purchase order Ongoing Forecast (the "Purchase OrderFirm Zone") which ), are deemed to be firm orders, and as such Purchaser is committed to same. The Parties shall designateuse reasonable best efforts to negotiate any change in the delivery date of any firm order; provided, however, that: (i) The itemsif Purchaser reduces its requirements for Products to be Formulated in the Firm Zone of an Ongoing Forecast, quantities, delivery dates (based on reasonable lead times), shipping instructions and product specifications for the Products subject to the Purchase Order;Purchaser shall [**]; and (ii) The unit price at which Newpark is able if Supplier agrees to obtain Formulate additional quantities of the Products from a third party manufacturer (which shall be in the unit price at which Manufacturer will be required to sell the applicable Products to Newpark if Manufacturer accepts the Purchase Order); and (iii) The applicable product warrantiesFirm Zone of an Ongoing Forecast, which shall be equivalent Purchaser, in addition to the product warranties offered to Newpark by a third party manufacturerPrice, shall [**]. Within five business days of its receipt of a Purchase Order, Manufacturer Supplier shall notify Newpark in writing whether it accepts or rejects the Purchase Order. Manufacturer shall be under no obligation to accept any particular Purchase Order. The terms and conditions applicable to each Purchase Order shall be as set forth in the original Purchase Order submitted by Newpark and as otherwise agreed upon by Newpark and Manufacturer at the time of acceptance of each Purchase Order. Any such additional terms and conditions shall be deemed to be incorporated in and to be a part of the applicable Purchase Order[**]. (b) If Manufacturer accepts a Purchase Order, Manufacturer shall manufacture, sell and deliver MATERIAL ZONE. Product quantities forecasted for the Products subject thereto in accordance with next [**] months of an Ongoing Forecast following the terms and conditions of Firm Zone (the Purchase Order, including, without limitation, the provisions thereof relating to purchase price, payment terms and delivery dates. Manufacturer may contract with any other person (a "SubcontractorMaterial Zone") for the manufacture of the Products subject are deemed to a Purchase Order provided that the Subcontractor meets all standards and fulfills all obligations imposed on Manufacturer with respect be firm as they relate to the manufacture quantities of Products to be ordered. Changes of timing for delivery of Products within the Material Zone may be made by Purchaser, at Purchaser's reasonable discretion; provided, however, that if any order made by Purchaser for Products to be delivered during the Material Zone of an Ongoing Forecast is cancelled, deferred or reduced, so as to result in lesser quantity Products ordered by Purchaser than indicated in the corresponding month of such ProductsMaterial Zone, whether pursuant to this Agreement or the applicable Purchase Order. If Manufacturer utilizes the services of a Subcontractor, Manufacturer Purchaser shall be responsible for overseeing the operations cost of obsolete or unused Materials reasonably procured by Supplier for the purpose of meeting the requirements specified in the Firm Zone (if applicable) and in the corresponding months of the Subcontractor Material Zone of that Ongoing Forecast and for the compliance in accordance with any minimum order quantities of Materials by the Subcontractor with all applicable requirements of the Purchase Order and this AgreementThird Party suppliers. (c) If Manufacturer rejects a Purchase Order, or if Manufacturer fails OPEN ZONE. Product quantities forecasted for the last [**] months of an Ongoing Forecast (the "Open Zone") are deemed to accept the Purchase Order in writing within five days of its receipt thereof, or if Manufacturer otherwise is unable or unwilling to fill the Purchase Order on the terms submitted by Newpark pursuant to paragraph 2.2(a) (including, without limitation, the terms regarding purchase price, payment terms and delivery dates), Newpark shall have the absolute right to manufacture the Products subject be open as they relate to the Purchase Orderquantities of Products to be ordered and Purchaser is not committed to same. The Parties acknowledge and agree that the requirements specified in the Open Zone of an Ongoing Forecast are for the purposes of Supplier's internal scheduling and planning only and Purchaser shall not be responsible for any costs of Materials procured or other expenses incurred by Supplier for the purpose of meeting the requirements specified in the Open Zone, either directly unless related to Long Lead Time Materials as referenced in Section 4.2(d) or through the use of Subcontractors, and neither Newpark nor Manufacturer shall have any liability or obligation agreed to one another with respect to the Products subject to such Purchase Orderby both Parties in writing. (d) All risk of loss with respect to Products manufactured by Manufacturer for Newpark shall be borne by Manufacturer until the delivery of the Products to, and the acceptance of the Products by, Newpark in accordance with the terms of the applicable Purchase Order.

Order Procedures. (a) Each time Newpark desires UTSTARCOM shall place with SHARP monthly purchase orders in writing for the SUPPLY PARTS at least [*] before the [*] of the production month of the SUPPLY PARTS thereby ordered or at least [*] before the [*] of the month in which the SUPPLY PARTS are to place an be shipped from the relevant port(s) of shipment, whichever is applicable. By the [*] of each month, non-binding rolling forecasts for the SUPPLY PARTS order for Productsthe period of next [*] shall be given to Sharp by UTSTARCOM for Sharp's smooth arrangements of the SUPPLY PARTS. In case the relevant SUPPLY PARTS are to be manufactured outside Japan, Newpark however, the number of months provided above shall deliver to Manufacturer a purchase order (the "Purchase Order") which shall designate:be increased by [*]. (ib) The items, quantities, delivery dates quantity of each model of the SUPPLY PARTS to be ordered by each of such purchase orders shall be integral multiple of [*]. (based c) Such purchase orders shall be deemed only to be offers by UTSTARCOM to purchase the SUPPLY PARTS on reasonable lead times), shipping instructions and product specifications for the Products subject to the Purchase Order; (ii) The unit price at which Newpark is able to obtain the Products from a third party manufacturer (which shall be the unit price at which Manufacturer will be required to sell the applicable Products to Newpark if Manufacturer accepts the Purchase Order); and (iii) The applicable product warranties, which shall be equivalent to the product warranties offered to Newpark by a third party manufacturer. Within five business days of its receipt of a Purchase Order, Manufacturer shall notify Newpark in writing whether it accepts or rejects the Purchase Order. Manufacturer shall be under no obligation to accept any particular Purchase Order. The terms and conditions applicable to each Purchase Order of this Agreement and such other terms and conditions as may be set forth in any SHARP price-list, estimate or other similar documents in effect at the date when UTSTARCOM's order is accepted. (d) SHARP may accept or reject the purchase orders submitted by UTSTARCOM. The acceptance by SHARP of such purchase orders shall be made only by execution and delivery by SHARP of the SALES CONTRACT (which form is designated by SHARP and is subject to revision made from time to time by SHARP at its sole discretion), thereupon such SALES CONTRACT shall be deemed to be the final and conclusive contract between the parties for the purchase and sale of the SUPPLY PARTS therein described. Immediately upon receipt by UTSTARCOM of the said SALES CONTRACT, UTSTARCOM shall sign and return to SHARP the duplicate copy of such SALES CONTRACT but failure of UTSTARCOM to do so shall not affect the validity of such SALES CONTRACT as provided hereinabove. It is specifically agreed, however, that if any export license or permission is required for the exportation of the SUPPLY PARTS the SALES CONTRACT shall come into effect only when such export license or permission shall have been obtained. UTSTARCOM agrees that due to delay in obtaining such license or permission the shipping date of the SUPPLY PARTS as set forth in the original Purchase Order submitted SALES CONTRACT may be delayed and that such delay shall not constitute a breach by Newpark and as otherwise agreed upon by Newpark and Manufacturer at the time of acceptance of each Purchase Order. Any such additional terms and conditions shall be deemed to be incorporated in and to be a part SHARP of the applicable Purchase Order. (b) If Manufacturer accepts a Purchase OrderSALES CONTRACT; provided, Manufacturer shall manufacturehowever, sell and deliver that SHARP will ship the Products subject thereto SUPPLY PARTS as soon as practicable after the shipping date set forth in accordance with the SALES CONTRACT. In the event of any conflict or inconsistency between the terms and conditions of the Purchase Order, including, without limitation, the provisions thereof relating to purchase price, payment terms and delivery dates. Manufacturer may contract with any other person (a "Subcontractor") for the manufacture of the Products subject to a Purchase Order provided that the Subcontractor meets all standards and fulfills all obligations imposed on Manufacturer with respect to the manufacture of such Products, whether pursuant to this Agreement or the applicable Purchase Order. If Manufacturer utilizes the services and those of a Subcontractor, Manufacturer shall be responsible for overseeing the operations of the Subcontractor and for the compliance by the Subcontractor with all applicable requirements of the Purchase Order and this Agreement. (c) If Manufacturer rejects a Purchase Order, or if Manufacturer fails to accept the Purchase Order in writing within five days of its receipt thereof, or if Manufacturer otherwise is unable or unwilling to fill the Purchase Order on the terms submitted by Newpark pursuant to paragraph 2.2(a) (including, without limitationany SALES CONTRACT, the terms regarding purchase priceand conditions of this Agreement shall prevail with respect only to such conflicting or inconsistent provisions, payment except for such terms and delivery dates), Newpark shall have conditions as may be typewritten on the absolute right to manufacture the Products subject to the Purchase Order, either directly or through the use face of Subcontractors, and neither Newpark nor Manufacturer shall have any liability or obligation to one another with respect to the Products subject to such Purchase OrderSALES CONTRACT. (d) All risk of loss with respect to Products manufactured by Manufacturer for Newpark shall be borne by Manufacturer until the delivery of the Products to, and the acceptance of the Products by, Newpark in accordance with the terms of the applicable Purchase Order.

Order Procedures. (a) Each time Newpark desires UTSTARCOM shall place with SHARP monthly purchase orders in writing for the SUPPLY PARTS at least [*] before the [*] of the production month of the SUPPLY PARTS thereby ordered or at least [*] before the [*] of the month in which the SUPPLY PARTS are to place an be shipped from the relevant port(s) of shipment, whichever is applicable. By the [*] of each month, non-binding rolling forecasts for the SUPPLY PARTS order for Productsthe period of next [*] shall be given to Sharp by UTSTARCOM for Sharp's smooth arrangements of the SUPPLY PARTS. In case the relevant SUPPLY PARTS are to be manufactured outside Japan, Newpark however, the number of months provided above shall deliver to Manufacturer a purchase order (the "Purchase Order") which shall designate:be increased by [*]. (ib) The items, quantities, delivery dates quantity of each model of the SUPPLY PARTS to be ordered by each of such purchase orders shall be integral multiple of [*]. (based c) Such purchase orders shall be deemed only to be offers by UTSTARCOM to purchase the SUPPLY PARTS on reasonable lead times), shipping instructions and product specifications for the Products subject to the Purchase Order; (ii) The unit price at which Newpark is able to obtain the Products from a third party manufacturer (which shall be the unit price at which Manufacturer will be required to sell the applicable Products to Newpark if Manufacturer accepts the Purchase Order); and (iii) The applicable product warranties, which shall be equivalent to the product warranties offered to Newpark by a third party manufacturer. Within five business days of its receipt of a Purchase Order, Manufacturer shall notify Newpark in writing whether it accepts or rejects the Purchase Order. Manufacturer shall be under no obligation to accept any particular Purchase Order. The terms and conditions applicable to each Purchase Order of this Agreement and such other terms and conditions as may be set forth in any SHARP price-list, estimate or other similar documents in effect at the date when UTSTARCOM's order is accepted. (d) SHARP may accept or reject the purchase orders submitted by UTSTARCOM. The acceptance by SHARP of such purchase orders shall be made only by execution and delivery by SHARP of the SALES CONTRACT (which form is designated by SHARP and is subject to revision made from time to time by SHARP at its sole discretion), thereupon such SALES CONTRACT shall be deemed to be the final and conclusive contract between the parties for the purchase and sale of the SUPPLY PARTS therein described. Immediately upon receipt by UTSTARCOM of the said SALES CONTRACT, UTSTARCOM shall sign and return to SHARP the duplicate copy of such SALES CONTRACT but failure of UTSTARCOM to do so shall not affect the validity of such SALES CONTRACT as provided hereinabove. It is specifically agreed, however, that if any export license or permission is required for the exportation of the SUPPLY PARTS the SALES CONTRACT shall come into effect only when such export license or permission shall have been obtained. UTSTARCOM agrees that due to delay in obtaining such license or permission the shipping date of the SUPPLY PARTS as set forth in the original Purchase Order submitted SALES CONTRACT may be delayed and that such delay shall not constitute a breach by Newpark and SHARP of the SALES CONTRACT; provided, however, that SHARP will ship the SUPPLY PARTS as otherwise agreed upon by Newpark and Manufacturer at soon as practicable after the time shipping date set forth in the SALES CONTRACT. In the event of acceptance of each Purchase Order. Any such additional any conflict or inconsistency between the terms and conditions shall be deemed to be incorporated in [*] * 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. of this Agreement and to be a part those of the applicable Purchase Order. (b) If Manufacturer accepts a Purchase Orderany SALES CONTRACT, Manufacturer shall manufacture, sell and deliver the Products subject thereto in accordance with the terms and conditions of the Purchase Orderthis Agreement shall prevail with respect only to such conflicting or inconsistent provisions, including, without limitation, the provisions thereof relating to purchase price, payment except for such terms and delivery dates. Manufacturer conditions as may contract with any other person (a "Subcontractor") for be typewritten on the manufacture of the Products subject to a Purchase Order provided that the Subcontractor meets all standards and fulfills all obligations imposed on Manufacturer with respect to the manufacture face of such Products, whether pursuant to this Agreement or the applicable Purchase Order. If Manufacturer utilizes the services of a Subcontractor, Manufacturer shall be responsible for overseeing the operations of the Subcontractor and for the compliance by the Subcontractor with all applicable requirements of the Purchase Order and this AgreementSALES CONTRACT. (c) If Manufacturer rejects a Purchase Order, or if Manufacturer fails to accept the Purchase Order in writing within five days of its receipt thereof, or if Manufacturer otherwise is unable or unwilling to fill the Purchase Order on the terms submitted by Newpark pursuant to paragraph 2.2(a) (including, without limitation, the terms regarding purchase price, payment terms and delivery dates), Newpark shall have the absolute right to manufacture the Products subject to the Purchase Order, either directly or through the use of Subcontractors, and neither Newpark nor Manufacturer shall have any liability or obligation to one another with respect to the Products subject to such Purchase Order. (d) All risk of loss with respect to Products manufactured by Manufacturer for Newpark shall be borne by Manufacturer until the delivery of the Products to, and the acceptance of the Products by, Newpark in accordance with the terms of the applicable Purchase Order.