Common use of Purchase Order Changes Clause in Contracts

Purchase Order Changes. In the event that Omeros requests any change to the Delivery date set forth in a Firm Purchase Order, Hospira shall attempt to accommodate the Delivery date change within reasonable manufacturing capabilities and efficiencies. [†]. Hospira shall also advise Omeros of the reasonable costs associated with making any such Delivery date change (if any), and Omeros shall be deemed to have accepted the obligation to pay Hospira for such associated, reasonable costs if Omeros indicates in writing to Hospira that Hospira should proceed to make the change. Hospira shall charge Omeros the amount agreed upon in writing by Omeros for making any such Delivery date change. If Omeros cancels a Firm Purchase Order, Hospira shall be relieved of its obligation relating to such order, but Omeros will not be relieved of its obligation of payment unless Hospira agrees to such cancellation in writing [†]. Subject to Hospira’s compliance with the terms of Section 2.6.4, if Omeros (a) does not supply sufficient API to Process Product in accordance with a given Firm Purchase Order, or (b) acts in any other † DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION manner, not including any change requested by Omeros due to changes in regulatory or other Applicable Law or to ensure that the Product meets the Specifications, to directly and effectively interfere with Hospira’s ability to perform in accordance with a given Firm Purchase, Omeros shall remain liable for the full amount of the Firm Purchase Order, regardless of whether such Product is Processed by Hospira or whether Omeros takes Delivery of any such Processed Product [†]. Notwithstanding the foregoing, Hospira shall use its commercially reasonable efforts to supply Omeros with quantities of Product which are in excess of the quantities specified in a Firm Purchase Order, subject to Hospira’s other supply commitments and manufacturing and equipment capacity.

Purchase Order Changes. In the event that Omeros requests Supplier shall not make any change changes to the Technical Specifications or any information associated with an Accepted Purchase Order without prior written consent of Customer, such consent not to be unreasonably withheld. However, Customer may at any time direct, in writing by Customer’s designated representative, changes in the Work, including, but not limited to changes in the Technical Specifications, quantities, methods of shipment, Project Schedule, or Delivery date Location of the Products understanding that such changes may result in a change in Purchase Order Price or Guaranteed Delivery Date, in accordance with the procedure set forth in a Firm this Section 5.3. The Purchase Order, Hospira shall attempt Order Price and the Project Schedule are subject to accommodate the Delivery date change within reasonable manufacturing capabilities and efficiencies. [†]. Hospira shall also advise Omeros adjustment if any of the reasonable following events occur (each, an “Excusable Event”): (a) any written instructions from Customer as referred to above; (b) Force Majeure Events (provided that; (i) Supplier shall be entitled to a Purchase Order Price adjustment and Project Schedule adjustment if a Force Majeure is claimed by Customer at the Project Site; and (ii) in all other cases the Party claiming Force Majeure Event shall be entitled to only a Project Schedule adjustment but not reimbursement of additional costs associated as a result due to a Force Majeure Events); (c) Customer-Caused Delay; (d) suspension for convenience by Customer as notified to Supplier in writing; or (e) a Change in Law (“Change in Law” shall mean a change in Applicable Law promulgated after the Effective Date that could not have been anticipated or foreseen by a prudent contractor experienced in the types of work to be carried out under this Agreement and acting in accordance with making the Standards of Practice; provided, however, the following shall not be “Change in Law”: changes in Applicable Laws with respect to income, profits, assumed profits, capital gains, corporation tax, or turnover taxes). “Applicable Law” shall mean as amended from time to time, any such Delivery date change act, statute, law, regulation, permit, license, ordinance, rule, judgment, order, decree, directive, guideline or policy (to the extent mandatory) or any similar form of decision or determination by, or any written interpretation or administration of, any of the foregoing by any governmental authority with jurisdiction over Supplier, the Project, the Project Site, or the performance of the Work. The adjustment (if any), and Omeros ) of the Purchase Order Price as a result of the occurrence of any Excusable Event is limited to the cost increase or decrease of performing the Work as a direct result of the occurrence of the Excusable Event. The adjustment (if any) of the Project Schedule as a direct result of the occurrence of any Excusable Event shall be deemed to have accepted determined by taking into account the obligation to pay Hospira for such associated, reasonable costs if Omeros indicates in writing to Hospira that Hospira should proceed to make the change. Hospira shall charge Omeros the amount agreed upon in writing by Omeros for making any such Delivery date change. If Omeros cancels a Firm Purchase Order, Hospira shall be relieved of its obligation relating to such order, but Omeros will not be relieved of its obligation of payment unless Hospira agrees to such cancellation in writing [†]. Subject to Hospira’s compliance with the terms of Section 2.6.4, if Omeros (a) does not supply sufficient API to Process Product in accordance with a given Firm Purchase Order, or (b) acts in any other † DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION manner, not including any change requested by Omeros due to changes in regulatory or other Applicable Law or to ensure that the Product meets the Specifications, to directly and effectively interfere with Hospira’s ability to perform in accordance with a given Firm Purchase, Omeros shall remain liable for the full amount of the Firm Purchase Order, regardless of whether such Product is Processed by Hospira or whether Omeros takes Delivery of any such Processed Product [†]. Notwithstanding the foregoing, Hospira shall use its commercially reasonable efforts to supply Omeros with quantities of Product which are in excess of the quantities specified in a Firm Purchase Order, subject to Hospira’s other supply commitments and manufacturing and equipment capacity.following: