Common use of Purchase Terms Clause in Contracts

Purchase Terms. Additional purchase terms are set forth on Schedule D, which is attached hereto and is incorporated herein by reference. a. From time to time during the Term, PGT shall order Products from Supplier pursuant to and in accordance with separate PGT standard purchase orders or other related documentation (collectively, the "Purchase Orders"). Such Purchase Orders shall specify quantities of the Product, shipping instructions, delivery date(s), and detailed instructions for the delivery of the Goods (with release schedules, delivery orders or equivalent notices). Each Purchase Order is subject to final acceptance by Supplier and when executed by the parties shall be binding upon Supplier and PGT and shall be deemed to constitute a part of this Agreement as if fully set forth herein, and all terms and conditions of this Agreement shall be deemed to apply to the subject matter of such Purchase Order as if fully set forth therein. b. Consistent with the terms set forth herein, on a continuous basis during the course of the Term of this Agreement, or any portion thereof should termination occur, PGT’s North Venice Plant shall purchase from Supplier, and Supplier shall sell to PGT’s North Venice Plant, quantities of Product that constitute the Required Percentage of PGT's total annual purchaseneeds and requirements all as measured by the total square feet of usage b the North Venice Plant during the Term. The Required Percentage applies to the cumulative total volume in square feet of all of PGT's purchases of the particular glass Products at the North Venice Plant for the Term. c. PGT shall provide detailed instructions for the delivery of the Products (with release schedules, delivery orders, purchase orders or equivalent notices). d. Supplier will either accept or reject every Purchase Order in writing to PGT within two (2) business days. In the event of a contradiction between the terms of this Agreement and a Purchase Order, order confirmation or any other document, the terms and conditions of this Agreement shall prevail. e. Goods shipped in excess of the quantity indicated by purchase order may be returned at the Supplier’s expense. f. For planning purposes, a purchase forecast will be provided by PGT to Supplier, in such detail as may be reasonably requested by Supplier, in which PGT will estimate its annual volume of Product purchases. Except as set forth below in subsection (g), any quantity estimates or purchase forecasts provided by PGT are for Supplier’s planning purposes only and do not constitute an order for material or Products. g. Based on the forecasts, the parties shall agree on a reserve supply of certain Products to be maintained by Supplier at its facilities and be reviewed periodically by the parties. PGT shall purchase Products from such reserve throughout the Term. In the event of obsolescence of a Product, or termination or expiration of this Agreement, PGT shall purchase such agreed reserve supply of Products at the prices for the Products set forth on Schedule B within (3) months of notification from Supplier.

Purchase Terms. Additional purchase terms are set forth on Schedule D, which is attached hereto and is incorporated herein by reference. a. From time to time during the Term, PGT shall order Products from Supplier pursuant to and in accordance with separate PGT standard purchase orders or other related documentation (collectively, the "Purchase Orders"). Such Purchase Orders shall specify quantities of the Product, shipping instructions, delivery date(s), and detailed instructions for the delivery of the Goods (with release schedules, delivery orders or equivalent notices). Each Purchase Order is subject to final acceptance by Supplier and when executed by the parties shall be binding upon Supplier and PGT and shall be deemed to constitute a part of this Agreement as if fully set forth herein, and all terms and conditions of this Agreement shall be deemed to apply to the subject matter of such Purchase Order as if fully set forth therein. b. Consistent with the terms set forth herein, on a continuous basis during the course of the Term of this Agreement, or any portion thereof should termination occur, PGT’s North Venice Nokomis Plant shall purchase from Supplier, and Supplier shall sell to PGT’s North Venice Nokomis Plant, quantities of Product that constitute the Required Percentage of PGT's ’s total annual purchaseneeds purchase needs and requirements all as measured by the total square feet of usage b by the North Venice Nokomis Plant during the Term. The Required Percentage applies to the cumulative total volume in square feet of all of PGT's ’s purchases of the particular glass Products at the North Venice Nokomis Plant for the Term. c. PGT shall provide detailed instructions for the delivery of the Products (with release schedules, delivery orders, purchase orders or equivalent notices). d. Supplier will either accept or reject every Purchase Order in writing to PGT within two (2) business days. In the event of a contradiction between the terms of this Agreement and a Purchase Order, order confirmation or any other document, the terms and conditions of this Agreement shall prevail. e. Goods shipped in excess of the quantity indicated by purchase order may be returned at the Supplier’s expense. f. For planning purposes, a purchase forecast will be provided by PGT to Supplier, in such detail as may be reasonably requested by Supplier, in which PGT will estimate its annual volume of Product purchases. Except as set forth below in subsection (g), any quantity estimates or purchase forecasts provided by PGT are for Supplier’s planning purposes only and do not constitute an order for material or Products. g. Based on the forecasts, the parties shall agree on a reserve supply of certain Products to be maintained by Supplier at its facilities and be reviewed periodically by the parties. PGT shall purchase Products from such reserve throughout the Term. In the event of obsolescence of a Product, or termination or expiration of this Agreement, PGT shall purchase such agreed reserve supply of Products at the prices for the Products set forth on Schedule B within (3) months of notification from Supplier.

Purchase Terms. Additional purchase terms are set forth on in Schedule D, which is attached hereto and is incorporated herein by reference. a. From time to time during the Term, PGT shall order Products from Supplier pursuant to and in accordance with separate PGT standard purchase orders or other related documentation (collectively, the "“Purchase Orders"”). Such Purchase Orders shall specify quantities of the Product, shipping instructions, delivery date(s), and detailed instructions for the delivery of the Goods (with release schedules, delivery orders or equivalent notices). Each Purchase Order is subject to final acceptance by Supplier and when executed by the parties shall be binding upon Supplier and PGT and shall be deemed to constitute a part of this Agreement as if fully set forth herein, and all terms and conditions of this Agreement shall be deemed to apply to the subject matter of such Purchase Order as if fully set forth therein. b. Consistent with the terms set forth herein, on a continuous basis during the course of the Term of this Agreement, or any portion thereof should termination occur, PGT’s North Venice Plant shall purchase from Supplier, and Supplier shall sell to PGT’s North Venice Plant, quantities of Product that constitute PGT elects to order from Supplier from time to time, and that meet the Required Percentage requirements of PGT's total annual purchaseneeds and requirements all as measured by the total square feet of usage b the North Venice Plant Exhibits A, “CCWF Program Requirement’s, during the Term. The Required Percentage applies to the cumulative total volume in square feet Term of all of PGT's purchases of the particular glass Products at the North Venice Plant for the Termthis Agreement. c. PGT shall provide detailed instructions for the delivery of the Products (with release schedules, delivery orders, purchase orders or equivalent notices). d. Supplier will either accept or reject every Purchase Order in writing to PGT within two (2) business days. In the event of a contradiction between the terms of this Agreement and a Purchase Order, order confirmation or any other document, the terms and conditions of this Agreement shall prevail. e. Goods shipped in excess of the quantity indicated by purchase order may be returned at the Supplier’s expense. f. For planning purposes, a monthly purchase forecast will be provided by PGT to Supplier, in such detail as may be reasonably requested by Supplier, in which PGT will estimate its annual volume of Product purchasespurchases for the following twelve months. Except as set forth below in subsection (g), any quantity estimates or purchase forecasts provided by PGT are for Supplier’s planning purposes only and do not constitute an order for material or Products. g. Based on the forecasts, the parties Parties shall agree on a reserve supply of certain Products to be maintained by Supplier at its facilities and be reviewed periodically by the parties. PGT shall purchase Products from such reserve throughout the Term. In the event of obsolescence of a Product, or termination or expiration of this Agreement, PGT shall purchase the portion of such agreed reserve supply of Products remaining as of that date, at the prices for the Products set forth on Schedule B within (3) months of notification receiving a written request from SupplierSupplier that PGT do so.

Purchase Terms. Additional purchase terms are set forth on Schedule D, which is attached hereto and is incorporated herein (a) All Products purchased by reference. a. From time to time Distributor from ZiLOG during the Term, PGT shall order Products from Supplier pursuant to and in accordance with separate PGT standard purchase orders or other related documentation (collectively, the "Purchase Orders"). Such Purchase Orders shall specify quantities of the Product, shipping instructions, delivery date(s), and detailed instructions for the delivery of the Goods (with release schedules, delivery orders or equivalent notices). Each Purchase Order is subject to final acceptance by Supplier and when executed by the parties shall be binding upon Supplier and PGT and shall be deemed to constitute a part of this Agreement as if fully set forth herein, and all terms and conditions term of this Agreement shall be deemed pursuant to apply to the subject matter of such Purchase Order as if fully set forth therein. b. Consistent with the terms set forth herein, on a continuous basis during the course of the Term of this Agreement, or any portion thereof should termination occur, PGT’s North Venice Plant shall purchase from Supplier, and Supplier shall sell to PGT’s North Venice Plant, quantities of Product that constitute the Required Percentage of PGT's total annual purchaseneeds and requirements all as measured by the total square feet of usage b the North Venice Plant during the Term. The Required Percentage applies to the cumulative total volume in square feet of all of PGT's purchases of the particular glass Products at the North Venice Plant for the Term. c. PGT shall provide detailed instructions for the delivery of the Products (with release schedules, delivery orders, purchase orders or equivalent notices). d. Supplier will either accept or reject every Purchase Order in writing issued by Distributor as confirmed by ZiLOG's sales order acknowledgment and subject to PGT within two (2) business days. In the event of a contradiction between the terms of this Agreement and a Purchase Order, order confirmation or any other document, the terms and conditions of this Agreement. Nothing contained in any such request for quotation, purchase order or sales order acknowledgement shall in any way effect the standard terms and conditions of purchase and sale. Any preprinted terms and conditions contained on any credit applications, purchase orders, order acknowledgments, request for quotations, quotations, packing slips, invoices, payment instruments or other documents submitted by either party which are different than, in addition to or inconsistent with any term or condition specified in this Agreement shall prevailbe null, void and of no force or effect unless such term or terms are specifically agreed to by both parties in a separate written document executed by both parties specifically referencing such terms and specifically indicating each party's acceptance thereof. e. Goods shipped (b) All purchase orders submitted by Distributor to ZiLOG are subject to acceptance by ZiLOG at its corporate office in excess Campbell, California or such other place as ZiLOG may designate in writing to Distributor. ZiLOG reserves the right in its sole discretion to refuse to accept new purchase orders, or to place existing purchase orders on hold. All orders accepted by ZiLOG shall be subject to, and ZiLOG will have no liability for, cancellation by ZiLOG due to force majeure, Product allocations, Product shortages, delays or failures in production or delivery, manufacturing or production capacity shortages, or for any other reason, as determined by ZiLOG. ZiLOG shall notify Distributor of any purchase orders or any portion of any purchase order which cannot be filled as soon as reasonably possible after ZiLOG determines that such purchase order or portion thereof cannot be filled. ZiLOG reserves the right to reject any order without prejudicing the relationship between ZiLOG and Distributor; (c) The purchase price for each Product listed in the Price Book shall be as specified in the Distributor Cost column in ZiLOG's then current Price Book. For any Products not listed in the Price Book, Distributor shall request a quote from ZiLOG. Prices quoted by ZiLOG on Products not in the Price Book shall be valid for thirty (30) days following the date of the quantity indicated quote from ZiLOG unless otherwise specified; provided, however, that the quoted price shall be valid only for Products booked during such thirty (30) day period for which shipment shall occur within twelve (12) months from the date of booking. ZiLOG may, from time to time, in its sole discretion, amend the Price List and/or its specific Product quotations as it applies to some or all of the Products. The amended prices shall be applied as specified in paragraph 9, below. (d) Minimum order and line item quantities for purchase orders from Distributor for other than Standard Products shall be those specified in the Price List or by separate agreement if not specified in the Price List. All Products must be entered in conformance with ZiLOG's order entry procedures. (e) Distributor may cancel or reschedule the delivery of any purchase order may be returned at the Supplier’s expense. f. For planning purposesor portion thereof, a purchase forecast will be provided by PGT to Supplierwithout charge, in such detail as may be reasonably requested by Supplier, in which PGT will estimate its annual volume of accordance with the following: Product purchases. Except as set forth below in subsection Category Days prior to scheduled delivery Cancellation or reschedule privilege Standard 0 - 30 days Not permitted Over 30 days Permitted Non Standard Products and Code X Products 0 - 60 days Over 60 days Not permitted Permitted (g)) Terms of payment to ZiLOG for the purchase price of the Products (including freight, any quantity estimates taxes and other costs to be paid by Distributor) shall either be two percent (2%) discount if received net ten (10) days from the date of invoice, or purchase forecasts provided full amount due net thirty (30) days from date of invoice, cash in advance, cash on delivery, or letter of credit at ZiLOG's sole discretion. For payments made by PGT are for Supplier’s planning purposes only and do not constitute an order for material or Products. g. Based on the forecastsmail, the parties date of payment is the date of receipt by ZiLOG. ZiLOG reserves the right to modify any credit terms provided to Distributor from time to time, as determined by ZiLOG in its sole discretion; provided, however, that if such modification does not result from late payments or lack of payments from Distributor, ZiLOG shall agree give at least thirty (30) days notice of the change in credit terms to Distributor prior to the effective date of such change. Such right shall include, but not be limited to, withholding shipment or ceasing production on a reserve supply any of certain Products Distributor's orders until ZiLOG receives valid payment on all outstanding sums owed to be maintained ZiLOG by Supplier at its facilities and be reviewed periodically by the parties. PGT shall purchase Products from such reserve throughout the Term. In the event of obsolescence of a ProductDistributor, or termination until ZiLOG receives full payment in advance, at ZiLOG's option. Any such action shall not effect the liability of Distributor for payment for any Products on purchase orders, or expiration of this Agreementportions thereof, PGT shall purchase such agreed reserve supply of Products at the prices for the Products set forth on Schedule B within (3) months of notification from Supplierwhich are outstanding and which are not subject to cancellation by Distributor hereunder.

Purchase Terms. Additional purchase terms are set forth on Schedule D, which is attached hereto and is incorporated herein by reference. a. From time to time during the Term, PGT shall order Products from Supplier pursuant to and in accordance with separate PGT standard purchase orders or other related documentation (collectively, the "Purchase Orders"). Such Purchase Orders shall specify quantities of the Product, shipping instructions, delivery date(s), and detailed instructions for the delivery of the Goods (with release schedules, delivery orders or equivalent notices). Each Purchase Order is subject to final acceptance by Supplier and when executed by the parties shall be binding upon Supplier and PGT and shall be deemed to constitute a part of this Agreement as if fully set forth herein, and all terms and conditions of this Agreement shall be deemed to apply to the subject matter of such Purchase Order as if fully set forth therein. b. Consistent with the terms set forth herein, on a continuous basis during the course of the Term of this Agreement, or any portion thereof should termination occur, PGT’s North Venice Nokomis Plant shall purchase from Supplier, and Supplier shall sell to PGT’s North Venice Nokomis Plant, quantities of Product that constitute the Required Percentage of PGT's ’s total annual purchaseneeds purchase needs and requirements all as measured by the total square feet of usage b the North Venice Plant during the Term. The Required Percentage applies to the cumulative total volume in square feet of all of PGT's purchases of the particular glass Products at the North Venice Plant for the Termrequirements. c. PGT shall provide detailed instructions for the delivery of the Products (with release schedules, delivery orders, purchase orders or equivalent notices). d. Supplier will either accept or reject every Purchase Order in writing to PGT within two (2) business days. In the event of a contradiction between the terms of this Agreement and a Purchase Order, order confirmation or any other document, the terms and conditions of this Agreement shall prevail. e. Goods shipped in excess of the quantity indicated by purchase order may be returned at the Supplier’s expense. f. For planning purposesConsistent with the terms set forth herein, on a continuous basis during the course of the Term of this Agreement, or any portion thereof should termination occur, PGT’s Nokomis Plant shall purchase forecast will be provided by PGT to from Supplier, in such detail as may be reasonably requested by Supplierand Supplier shall sell to PGT’s Nokomis Plant, in which PGT will estimate its annual volume quantities of Product purchases. Except as set forth below in subsection (g), any quantity estimates or that constitute PGT’s total annual purchase forecasts provided by PGT are for Supplier’s planning purposes only needs and do not constitute an order for material or Productsrequirements. g. Based on the forecasts, the parties shall agree on a reserve supply of certain Products to be maintained by Supplier at its facilities and be reviewed periodically by the parties. PGT shall purchase Products from such reserve throughout the Term. In the event of obsolescence of a Product, or termination or expiration of this Agreement, PGT shall purchase such agreed reserve supply of Products at the prices for the Products set forth on Schedule B within (3) months of notification from Supplier.

Purchase Terms. Additional purchase terms are set forth on Schedule D, which is attached hereto and is incorporated herein by reference. a. From time to time during the Term, PGT shall order Products from Supplier pursuant to and in accordance with separate PGT standard purchase orders or other related documentation (collectively, the "Purchase Orders"). Such Purchase Orders shall specify quantities of the Product, shipping instructions, delivery date(s), and detailed instructions for the delivery of the Goods (with release schedules, delivery orders or equivalent notices). Each Purchase Order is subject to final acceptance by Supplier and when executed by the parties shall be binding upon Supplier and PGT and shall be deemed to constitute a part of this Agreement as if fully set forth herein, and all terms and conditions of this Agreement shall be deemed to apply to the subject matter of such Purchase Order as if fully set forth therein. b. Consistent with the terms set forth herein, on a continuous basis during the course of the Term of this Agreement, or any portion thereof should termination occur, PGT’s North Venice Nokomis Plant shall purchase from Supplier, and Supplier shall sell to PGT’s North Venice Nokomis Plant, quantities of Product that constitute the Required Percentage of PGT's total annual purchaseneeds purchase needs and requirements all as measured by the total square feet of usage b the North Venice Plant during the Term. The Required Percentage applies to the cumulative total volume in square feet of all of PGT's purchases of the particular glass Products at the North Venice Plant for the Termrequirements. c. PGT shall provide detailed instructions for the delivery of the Products (with release schedules, delivery orders, purchase orders or equivalent notices). d. Supplier will either accept or reject every Purchase Order in writing to PGT within two (2) business days. In the event of a contradiction between the terms of this Agreement and a Purchase Order, order confirmation or any other document, the terms and conditions of this Agreement shall prevail. e. Goods shipped in excess of the quantity indicated incicated by purchase order may be returned at the Supplier’s 's expense. f. For planning purposes, a purchase forecast will be provided by PGT to Supplier, in such detail as may be reasonably requested by Supplier, in which PGT will estimate its annual volume of Product purchases. Except as set forth below in subsection (g), any quantity estimates or purchase forecasts provided by PGT are for Supplier’s 's planning purposes only and do not constitute consitute an order for material or Products. g. Based on the forecasts, the parties shall agree on a reserve supply of certain Products to be maintained by Supplier at its facilities and be reviewed periodically by the parties. PGT shall purchase Products from such reserve reserves throughout the Term. In the event of obsolescence of a Product, or termination or expiration of this the Agreement, PGT shall purchase such agreed reserve supply of Products at the prices for the Products set forth on Schedule Section B within (3) months of notification from Supplier.