Post-Order Responsibility. Once a purchase order has been submitted to Federated, such order may not be modified or canceled by the Company (unless the vendor fails to comply with the terms of such purchase order, in which case the rights of the Company will be governed by the terms of the purchase order submitted to Federated) without Federated's prior written consent, which Federated will be obligated to give only if, upon the application of commercially reasonable efforts, the corresponding order placed by Federated with the vendor is so modified or canceled. In any event, all costs and expenses incurred by Federated and paid to third parties resulting from any Company modification or cancellation will be borne solely by the Company. Federated will promptly advise the Company of all anticipated problems or delays in production and/or delivery and will use commercially reasonable efforts to resolve any such problems with its vendors. Federated will process any claims or disputes over the quality, quantity or delivery of Products in accordance with Section 4(d) and credit the Company with any financial settlement, payment or other financial concession by a vendor actually effected in connection therewith.
Post-Order Responsibility. Once a purchase order has been submitted to Kellwood, Designs may not materially modify or cancel that order without Kellwood's prior written consent, which shall not unreasonably be withheld. Designs may, however, modify or cancel without Kellwood's prior written consent a purchase order submitted to Kellwood if Kellwood fails to comply in any material respect with the terms of that purchase order, in which case the rights of Designs will be governed by the terms of that purchase order. Designs shall bear all out-of-pocket costs reasonably incurred by Kellwood as a result of any material modification or cancellation of a purchase order by Designs. Kellwood shall promptly advise Designs of any anticipated problems or delays in production or delivery and shall use commercially reasonable efforts to resolve any such problems.
