Common use of Quantity Increases and Shipment Schedule Changes Clause in Contracts

Quantity Increases and Shipment Schedule Changes. (a) For any accepted purchase order or Forecast, LumiraDx may request an increase in the quantity of Products ordered or forecast. All Product quantity increases require Flextronics’s approval, which, acting in good faith but in its sole discretion, may or may not be granted. Flextronics shall use reasonable commercial efforts to meet any allowed Product quantity increases, which are subject to Materials and capacity availability. If Flextronics agrees to such increase in the quantity, and if there are extra costs to meet such increase, then LumiraDx shall be liable for such extra costs. (b) For any accepted purchase order, LumiraDx may request a reschedule of the expected delivery date not to exceed [***] from the originally agreed date in the purchase order. All Product reschedules in excess of [***] require Flextronics’s approval, which, acting in good faith but, in its sole discretion, may or may not be granted. If Flextronics agrees to accept a reschedule of any length of time, and if there are extra costs to meet such reschedule or increase, then LumiraDx shall be liable for such extra costs. Any part of a purchase order quantity that is rescheduled pursuant to this Section 5 may not be subsequently rescheduled (except with the approval of Flextronics). (c) Any delays in the normal production or interruption in the workflow process caused by LumiraDx’s changes to the Specifications or failure to provide sufficient quantities or a reasonable quality of LumiraDx Controlled Materials where applicable to sustain the production schedule, shall be considered a reschedule of any affected purchase orders for purposes of this Section for the period of such delay. (d) Products that have been ordered by LumiraDx and that have not been picked up in accordance with the agreed upon shipment dates shall be considered cancelled and LumiraDx shall be responsible for such Products in the same manner as set forth in Section 5.2. LumiraDx agrees that Flextronics shall have the right to invoice it for all cancelled Products and agrees to provide Flextronics, within [***] following the invoice, the location to which Flextronics shall ship the Products. (e) Flex shall inform LumiraDx about any issues with the supply chain as soon as possible after being aware of it, if it might affect the shipment dates. In case of late delivery within Flex’s control, Flextronics shall be required to expedite delivery of the Products to LumiraDx as soon as reasonably possible., In case of a delay within Flex’s control of more than [***] the parties shall discuss in good faith any action to be undertaken, including replacement, or alternative supply The Parties shall cooperate in good faith to stop in any delay in supply as soon as reasonably possible. (I) Cancellations. LumiraDx may not cancel, except as provided in Section 5.1 above, all or any portion of Product quantity of an accepted purchase order without Flextronics’ prior written approval, which, in its sole discretion, may or may not be granted. If LumiraDx does not request prior approval or if LumiraDx and Flextronics do not agree in writing to specific terms with respect to any approved cancellation, then LumiraDx shall pay Flextronics Monthly Charges for any such cancellation, calculated as of the first day after such cancellation for any Product or Inventory or Special Inventory procured by Flextronics to support the original delivery schedule. In addition, if Flextronics notifies LumiraDx that any Product (or partially completed Product) subject to such cancellation has remained in Flextronics’s possession for more than [***], then LumiraDx shall immediately purchase from Flextronics such Product at the amount set forth in the Fee List (or a pro-rata proportion thereof for any applicable partially completed Product). FLEXTRONICS CONFIDENTIAL

Appears in 3 contracts

Sources: Manufacturing Agreement (LumiraDx LTD), Manufacturing Agreement (LumiraDx LTD), Manufacturing Agreement (LumiraDx LTD)

Quantity Increases and Shipment Schedule Changes. (a) For any Forecast or accepted purchase order or Forecastorder, LumiraDx Customer may request an increase in the quantity of Products ordered or forecast. All Product quantity increases require FlextronicsFlex’s approval, which, acting in good faith but in its sole discretion, may or may not be granted. Flextronics Flex shall use reasonable commercial efforts to meet any allowed Product quantity increases, which are subject to Materials and capacity availability. If Flextronics Flex agrees to such increase in the quantity, and if there are extra costs to meet such increase, then LumiraDx Customer shall be liable for such extra costs. Any decrease in quantity is considered a cancellation, unless the decreased quantity is rescheduled for delivery at a later date. (b) For any accepted purchase order, LumiraDx Customer may request a reschedule of the expected delivery date not to exceed [***] from the originally agreed date in the purchase orderten (10) business days. All Product reschedules in excess of [***] ten (10) business days require FlextronicsFlex’s approval, which, acting in good faith but, in its sole discretion, may or may not be granted. If Flextronics Flex agrees to accept a reschedule of any length of time, and if there are extra costs to meet such reschedule or increase, then LumiraDx Customer shall be liable for such extra costs. Any part of a purchase order quantity that is rescheduled pursuant to this Section 5 may not be subsequently rescheduled (except with the approval of Flextronics)rescheduled. (c) Any delays in the normal production or interruption in the workflow process caused by LumiraDxCustomer’s changes to the Specifications or failure to provide sufficient quantities or a reasonable quality level of LumiraDx Customer Controlled Materials where applicable to sustain the production schedule, shall be considered a reschedule of any affected purchase orders for purposes of this Section for the period of such delay. (d) Products that have been ordered by LumiraDx Customer and that have not been picked up in accordance with the agreed upon shipment dates shall be considered cancelled and LumiraDx Customer shall be responsible for such Products in the same manner as set forth in Section 5.2. LumiraDx Customer agrees that Flextronics Flex shall have the right to invoice it for all cancelled Products and agrees to provide FlextronicsFlex, within [***] ten (10) business days following the invoice, the location to which Flextronics Flex shall ship the Products. (e) Flex shall inform LumiraDx about any issues with the supply chain as soon as possible after being aware of it, if it might affect the shipment dates. In case of late delivery within Flex’s control, Flextronics shall be required to expedite delivery of the Products to LumiraDx as soon as reasonably possible., In case of a delay within Flex’s control of more than [***] the parties shall discuss in good faith any action to be undertaken, including replacement, or alternative supply The Parties shall cooperate in good faith to stop in any delay in supply as soon as reasonably possible. (I) Cancellations. LumiraDx may not cancel, except as provided in Section 5.1 above, all or any portion of Product quantity of an accepted purchase order without Flextronics’ prior written approval, which, in its sole discretion, may or may not be granted. If LumiraDx does not request prior approval or if LumiraDx and Flextronics do not agree in writing to specific terms with respect to any approved cancellation, then LumiraDx shall pay Flextronics Monthly Charges for any such cancellation, calculated as of the first day after such cancellation for any Product or Inventory or Special Inventory procured by Flextronics to support the original delivery schedule. In addition, if Flextronics notifies LumiraDx that any Product (or partially completed Product) subject to such cancellation has remained in Flextronics’s possession for more than [***], then LumiraDx shall immediately purchase from Flextronics such Product at the amount set forth in the Fee List (or a pro-rata proportion thereof for any applicable partially completed Product). FLEXTRONICS CONFIDENTIAL

Appears in 1 contract

Sources: Manufacturing Services Agreement