Common use of Orders, Shipping Clause in Contracts

Orders, Shipping. Orders will be initiated by a written order, electronic equivalent or facsimile issued to DexCom (the "Order"). Each Order shall include information as set forth in Schedule 2. The first Order provided by Distributor shall cover the first binding commitment period. Each subsequent Order shall cover the new binding commitment from the Forecast. Products to be delivered per dates indicated on firm Orders shall be subject to a minimum of [****] lead time afforded to the Company. An Order shall be deemed to have been placed as of the date of receipt of the Order by Company. The Company shall promptly acknowledge receipt of each Order in writing, via fax or email and shall without undue delay confirm such order, unless such order is for a quantity in excess of the Forecast, in which case the Company shall confirm it if it is able to meet such order using commercially reasonable efforts. If the aggregate of the quantities ordered are less than the quantity committed in the Forecast, Distributor shall be deemed to have submitted additional Orders for the balance, to be delivered in the following calendar quarter. If Distributor requests Company to supply quantities in any calendar quarter in excess of the maximum quantity committed in the Forecast, Company shall endeavor reasonably within the constraints of its production schedules and other commitments to meet all or part of such requests, but Company shall have no obligation to supply quantities in excess of the maximum qum1tity committed under the Forecast. Where necessary, Company will advise Distributor of necessary revisions to delivery dates and quantities for the portion of Order(s) in excess. For any Order (or portion thereof) having a shorter lead time than the agreed-to lead time requirements set forth herein, or in excess of the Forecast, Company shall use commercially reasonable efforts to accommodate such shorter lead time or fill such excess. All freight, insurance and other shipping expenses, as well as any special packing expenses, will be paid by Distributor.

Orders, Shipping. Orders will be initiated by a written order, electronic equivalent or facsimile issued to DexCom (the "“Order"”). Each Order shall include information as set forth in Schedule 2include: (a) unit quantity; (b) unit price; (c) shipping destination; (d) shipping instruction (if not standard); (e) delivery date; and (f) other instructions or requirements pertinent to the Order. The first Order provided by Distributor Animas shall cover the first binding commitment period. Each subsequent Order shall cover the new binding commitment from the Forecast. Products to be delivered per dates indicated on firm Orders shall be subject to a minimum of [******] lead time afforded to the CompanyDexCom. An Order shall be deemed to have been placed as of the date of receipt of the Order by CompanyDexCom. The Company DexCom shall promptly acknowledge receipt of each Order in writing, via fax or email and shall without undue delay confirm such order, unless such order is for a quantity in excess of the Forecast, in which case the Company shall confirm it if it is able to meet such order using commercially reasonable efforts,[******]. If the aggregate of the quantities ordered are less than the quantity committed in the Forecast, Distributor Animas shall be deemed to have submitted additional Orders for the balance, to be delivered in the following calendar quarter. If Distributor Animas requests Company DexCom to supply quantities in any calendar quarter in excess of the maximum quantity committed in the Forecast, Company DexCom shall endeavor reasonably within the constraints of its production schedules and other commitments to meet all or part of such requests, but Company DexCom shall have no obligation to supply quantities in excess of the maximum qum1tity quantity committed under the Forecast. Where necessary, Company DexCom will advise Distributor Animas of necessary revisions to delivery dates and quantities for the portion of Order(s) in excess. For any Order (or portion thereof) having a shorter lead time than the agreed-to lead time requirements set forth herein, or in excess of the Forecast, Company DexCom shall use commercially reasonable efforts to accommodate such shorter lead time or fill such excess. All products shall be suitably packed for shipment in accordance with the applicable specifications and labeling for such products and marked for shipment to Animas’ destination specified in the applicable Order. Shipments will be made EXW (Ex works, Incoterms 2000) DexCom’s production facility, at which time risk of loss and title will pass to Animas. All freight, insurance and other shipping expenses, as well as any special packing expenses, will be paid by DistributorAnimas. All sales of products shall be subject to the terms and conditions of this Commercialization Agreement and, to the extent they specify quantities, destinations and delivery dates, to Orders. If there is any conflict or difference in interpretation between any Order and this Commercialization Agreement, the terms and conditions of this Commercialization Agreement shall supersede those of such Order.