Common use of Orders and Order Acceptance Clause in Contracts

Orders and Order Acceptance. The provisions of the Terms shall apply to any and all purchase orders and amendments thereto, placed by the Customer to the Seller in relation with the Products and Services, and for which there is no reference to a specific agreement entered into by the Parties (the “Order”). The Customer’s standard terms and conditions of purchase or any similar terms and conditions are expressly excluded under these Terms, notwithstanding any provision to the contrary in such Customer’s standard terms and conditions of purchase. 9 Confidential Information has been omitted from this Agreement and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to this omitted information. The provision of Products and Services by the Seller shall be subject to the fulfilment of the ordering and payment processes set forth in these Terms. The obligations to buy for the Customer and to sell for the Seller the Products and Services mentioned in the Order shall become binding upon the Parties and therefore become a “Binding Order” only upon the issuance by the Seller of an Order acceptance in written form. Any Order for Products and Services must be sent by the Customer to the address provided by the Seller either in the relevant Seller’s catalogue or by any other means. If appropriate, Orders shall be placed in accordance with the relevant ATA specifications and will be administered in accordance with ATA specifications in force as of the date of performance of said Order. Orders placed by the Customer shall include all appropriate information including but not limited to the description and quantity of the Products and Services ordered, the Order number, the delivery schedule and the Seller’s price, as available. Orders for Products and Services shall be placed in writing (whether by letter, telefax, or email) or electronically through the CSC as applicable. The Seller will convert all Orders for spare parts to the concept of single item orders in accordance with ATA SPEC 2000 Chapter 3. For Products and Services subject to yearly subscription, such as but not limited to technical data and software, the Customer shall place an Order to initiate the subscription. Once it becomes a Binding Order, the subscription remains in force until either Party notifies the other of its decision to terminate such Binding Order in writing by October 31st of the then current year at the latest, for a termination effective as from the 31st of December of the current calendar year.

Orders and Order Acceptance. The provisions 3.4.1. All Distributor orders for Products must be made pursuant to the terms and conditions of a signed written purchase order in the form attached hereto as Exhibit D (a “Purchase Order”) and Supplier shall make each shipment of Product in the quantity and on the shipment date specified for it on the Purchase Order; provided, however, that the quantity of Products on such Purchase Order is within the volume of the Terms rolling Supply Forecast provided in Section 3.7. Supplier will use commercially reasonable efforts to supply Products on a Purchase Order in excess of one hundred fifty percent (150%) of the applicable Supply Forecast. Distributor shall apply ensure that all ProxiCor Products and VasCure for Vascular Repair Products provided to any and all purchase orders and amendments thereto, placed by the Customer Distributor subsequent to the Seller in relation Initial Purchase will have a Shelf Life of at least [***] and the Tyke Products will have a Shelf Life of at least [***] from the date each such Product is shipped to the Distributor, and that no Products delivered to Distributor under this Agreement shall be recycled, refurbished or otherwise not original manufactured Products. 3.4.2. Upon receipt of a shipment of Products from Supplier, Distributor will inspect such shipment to determine conformity with the Products and Services“Supplier Quality Agreement”, and for which there is no reference to a specific agreement entered into by the Parties attached hereto as Exhibit E (the “OrderInitial Inspection”). The Customer’s standard parties agree that such Initial Inspection cannot fully determine the functionality of the Products, the Products’ conformance to specifications, or the presence or absence of any defects in material or workmanship. Distributor may reject any Products that do not satisfy the Initial Inspection; provided, however, that if Distributor does not notify Supplier in writing within [***] business days after receipt of a shipment of a problem with the shipment, such shipment will be deemed to conform with the Purchase Order solely as to type and quantity of Products. In the event of a conflict between the terms of this Agreement and any Purchase Order, the terms and conditions of purchase or any similar terms and conditions are expressly excluded under these Terms, notwithstanding any provision to the contrary in such Customer’s standard terms and conditions of purchase. 9 Confidential Information has been omitted from this Agreement and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to this omitted information. The provision of Products and Services by the Seller shall be subject to the fulfilment of the ordering and payment processes set forth in these Terms. The obligations to buy for the Customer and to sell for the Seller the Products and Services mentioned in the Order shall become binding upon the Parties and therefore become a “Binding Order” only upon the issuance by the Seller of an Order acceptance in written form. Any Order for Products and Services must be sent by the Customer to the address provided by the Seller either in the relevant Seller’s catalogue or by any other means. If appropriate, Orders shall be placed in accordance with the relevant ATA specifications and will be administered in accordance with ATA specifications in force as of the date of performance of said Order. Orders placed by the Customer shall include all appropriate information including but not limited to the description and quantity of the Products and Services ordered, the Order number, the delivery schedule and the Seller’s price, as available. Orders for Products and Services shall be placed in writing (whether by letter, telefax, or email) or electronically through the CSC as applicable. The Seller will convert all Orders for spare parts to the concept of single item orders in accordance with ATA SPEC 2000 Chapter 3. For Products and Services subject to yearly subscription, such as but not limited to technical data and software, the Customer shall place an Order to initiate the subscription. Once it becomes a Binding Order, the subscription remains in force until either Party notifies the other of its decision to terminate such Binding Order in writing by October 31st of the then current year at the latest, for a termination effective as from the 31st of December of the current calendar yeargovern.