Orders and Shipping. 5.1 Upon receipt of an order by Distributor, Macromedia shall use reasonable efforts to deliver such order to Distributor within ten (10) days of the date of such order. Orders shall be shipped F.O.B. Macromedia’s continental United States warehouse location(s). Macromedia shall ship orders in accordance with Tech Data’s published routing guides, Macromedia requests that orders be placed at least two 2 weeks in advance of the requested date for shipment but in no event shall any order be placed more than ninety (90) days in advance of the requested ship date. All risk of loss or damage to the Products will pass to Distributor upon delivery by Macromedia to the carrier, freight forwarder, or Distributor, whichever occurs first. Macromedia shall ship orders to Distributor at least as promptly as Macromedia ships any other orders received at or about the same time. Should orders for Products exceed Macromedia’s available inventory, Macromedia may allocate its available inventory and make deliveries on a basis Macromedia deems equitable, in its sole discretion, and without liability to Distributor on account of the method of allocation chosen or its implementation. In any event, Macromedia will not be liable for any damages, direct, consequential, special or otherwise, to Distributor or to any other person for failure to deliver or for any delay or error in delivery of Products. Macromedia shall provide to Distributor, at no charge, a hard copy Proof of Delivery for any drop shipment and all shipments when reasonably requested by Distributor. Macromedia shall also provide packing slips when requested. The POD shall be faxed to Distributor within ten (10) business days of the initial request. If the POD is not received within the specified time, the invoice will be considered disputed and no payment shall be made to Macromedia on that invoice until Distributor receives the POD. 5.2 Distributor shall be required to purchase a quarterly minimum in the amounts set forth in Exhibit B. All orders for Products shall be subject to the minimum order quantity set forth in Exhibit B, and Distributor will maintain inventory equal in value to the average of the preceding four week’s sale of Product, or as may otherwise be jointly agreed between Macromedia and Distributor. 5.3 Macromedia reserves the right to cancel any orders placed by Distributor and accepted by Macromedia or to refuse or delay shipment thereof, upon prior written notice, if Distributor (i) fails to make any payment of undisputed obligations as provided in this Agreement or under the terms of payment set forth in any invoice or otherwise agreed to by Macromedia and Distributor, (ii) fails to meet reasonable credit or financial requirements established by Macromedia, including any limitations on allowable credit, or (iii) otherwise fails to comply with the terms and conditions of this Agreement. No such cancellation, refusal or delay will be deemed a termination (unless Macromedia so advises Distributor) or breach of this Agreement by Macromedia.
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Orders and Shipping. 5.1 Upon receipt of an order by Distributor, Macromedia shall use reasonable efforts to deliver such order to Distributor within ten (10) days of the date of such order. Orders shall be shipped F.O.B. Macromedia’s continental United States warehouse location(s). Macromedia shall ship orders in accordance with Tech Data’s published routing guidesthe I▇▇▇▇▇ Micro Inc. Vendor Routing Guide, as set forth in Exhibit D, which may be amended by Distributor from time to time. Distributor shall use its best efforts in placing orders at least four (4) weeks in advance of the requested ship date. Macromedia requests that orders be placed at least two 2 four (4) weeks in advance of the requested date for shipment but in no event shall any order be placed more than ninety (90) days in advance of the requested ship date. All risk of loss or damage to the Products will pass to Distributor upon delivery by Macromedia to the carrier, freight forwarder, or Distributor, whichever occurs first. Macromedia shall ship orders to Distributor at least as promptly as Macromedia ships any other orders received at or about the same time. Should orders for Products exceed Macromedia’s available inventory, Macromedia may allocate its available inventory and make deliveries on a basis Macromedia deems equitable, in its sole discretion, and without liability to Distributor on account of the method of allocation chosen or its implementation. In any event, Macromedia will not be liable for any damages, direct, consequential, special or otherwise, to Distributor or to any other person for failure to deliver or for any delay or error in delivery of Products. Macromedia shall provide to Distributor, at no charge, a hard copy Proof of Delivery for any drop shipment and all shipments when reasonably requested by Distributor. Macromedia shall also provide packing slips when requested. The POD shall be faxed to Distributor within ten (10) business days of the initial request. If the POD is not received within the specified time, the invoice will be considered disputed and no payment shall be made to Macromedia on that invoice until Distributor receives the POD.
5.2 Distributor shall be required to purchase a quarterly minimum in the amounts set forth in Exhibit B. All orders for Products shall be subject to the minimum order quantity set forth in Exhibit B, and Distributor will must maintain inventory equal in value to the average of the preceding four week’s sale of Product, or as may otherwise be jointly agreed between Macromedia and Distributor.with Macromedia. Domestic Distribution Agreement I▇▇▇▇▇ Micro (11/25/98)
5.3 Macromedia reserves the right to cancel any orders placed by Distributor and accepted by Macromedia or to refuse or delay shipment thereof, upon prior written notice, if Distributor (i) fails to make any payment of undisputed obligations as provided in this Agreement or under the terms of payment set forth in any invoice or otherwise agreed to by Macromedia and Distributor, (ii) fails to meet reasonable credit or financial requirements established by Macromedia, including any limitations on allowable credit, or (iii) otherwise fails to comply with the terms and conditions of this Agreement. No such cancellation, refusal or delay will be deemed a termination (unless Macromedia so advises Distributor) or breach of this Agreement by Macromedia.
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