Common use of Supply Orders Clause in Contracts

Supply Orders. a. Supply(ies)" as used herein shall refer to any and all fiber optic products described in Exhibit A hereto, and to any and all other items, that are manufactured by Walsin and hereafter ordered by and sold to E-Tek pursuant to the terms hereof. b. During the term of this Agreement, E-Tek shall provide Walsin monthly with forecasts setting forth the quantity and types of Supplies E-Tek anticipates it will consume during a rolling twelve-month period. These forecasts will be estimates only, and will not constitute purchase commitments, except that the quantity of Supplies on any such forecast planned for delivery within the applicable manufacturing lead time shall be considered firm purchase obligations. Otherwise, obligations of E-Tek to purchase Supplies will be established only through purchase orders ("Orders"). c. Throughout the term of this Agreement, E-Tek shall periodically submit Orders to Walsin for the proposed sale and purchase of certain Supplies; provided, that nothing herein shall obligate E-Tek to order any Supplies. Each Order shall specify the type(s) and quantity(ies) of requested Supplies, along with the applicable specifications, and the delivery date(s) and destination point(s) thereof. An Order may also provide that the E-Tek name and logo shall be marked on such ordered Supplies. The terms and conditions of this Agreement shall be incorporated into each and every Order. In the event of any conflict, differences or inconsistencies between the terms and conditions of this Agreement and those of any order, quotation, acknowledgment or any other related document, the terms and conditions of this Agreement shall govern. d. No Order shall bind Walsin unless hereafter accepted by Walsin; provided, that Walsin shall not unreasonably withhold any such acceptance. Any acceptance or rejection by Walsin of any Order shall be communicated to E-Tek within five business days of Walsin's receipt of such Order; otherwise, such Order shall be deemed fully accepted by Walsin. e. Walsin shall use reasonable commercial efforts to promptly pass all E-Tek qualification tests for Supplies, and to thereafter produce as many Supplies as it is capable of manufacturing. Walsin hereby grants to E-Tek a right of first refusal over any and all other entities (including Walsin) with respect to Walsin's capacity to manufacture products and fill purchase orders. E-Tek shall be entitled to exercise such right, if at all, upon its submission to Walsin of every other monthly forecast, but in no event more than six times per year, measured from the date E-Tek first exercises such right hereunder. Should E-Tek ever fail to exercise its first-refusal rights, then Walsin's exclusive remedy shall be the right to make such uses of its products and manufacturing capacity as Walsin sees fit. f. Walsin shall continue to produce the Supplies and make the same available for sale to E-Tek for at least twelve months from the date Walsin passes the respective qualification tests. Thereafter, Walsin must provide E-Tek with at least six months' prior written notice before unilaterally discontinuing or reducing the production, and/or sale to E-Tek, of any Supplies.

Supply Orders. a. Supply(ies7.1 Unless agreed otherwise between the Parties in writing, supply orders for the Product shall be placed and accepted in accordance with this Clause 7. 7.2 The Buyer will give the Seller not less than three (3) months prior written notice of the quantity of the Product which the Buyer requires the Seller to deliver within any calendar quarter (being three (3) calendar months) ("Quarterly Quantity")" . The Quarterly Quantity must be consistent with the volume requirements set out in Schedule 6.1 (Annual Offtake Volumes), and the relevant Individual Annual Volume or, as used herein the case may be, Adjusted Individual Annual Volume for a year shall refer be essentially equally distributed over the Quarterly Quantities for that year; Clause 6.2 remains unaffected. The Buyer shall be permitted to adjust the notified Quarterly Quantity not later than 45 (forty five) calendar days before the beginning of the calendar quarter; thereafter, the Quarterly Quantity notified by the Buyer becomes binding for the Buyer. 7.3 The Seller shall give the Buyer a delivery schedule within one (1) month after receiving a notice from the Buyer in accordance with Clause 7.2. The delivery schedule must provide for the delivery of the Quarterly Quantity during the relevant calendar quarter, specify the number of deliveries during the relevant calendar quarter and specify the quantity of Product per delivery. 7.4 The Buyer shall, within ten (10) calendar days of receipt of the delivery schedule in accordance with Clause 7.3, notify the Seller of any requested changes to the delivery schedule. To the extent that the Seller is able to comply with any changes requested by the Buyer in accordance with first sentence of this Section 7.4using its reasonable endeavours, the Seller shall amend the delivery schedule to incorporate those changes and provide the amended delivery schedule to the Buyer. The Buyer and the Seller agree to act in good faith in their dealings with each other in relation to any proposed changes to a delivery schedule. 7.5 If the Buyer does not request any changes within ten (10) calendar days of receipt of a delivery schedule, the Buyer is deemed to have approved the delivery schedule. The Seller shall adhere to each delivery schedule. If and all fiber optic products described as soon as the Seller expects a delay in Exhibit A heretothe shipment of more than one (1) month compared to the relevant delivery schedule, the Seller shall notify the Buyer thereof. The Buyer may then, at its option, cancel the affected portion(s) of the Order(s) for the Product and secure replacement product on the open market. The Seller shall [***]. 7.6 The Buyer or a Third Party Receiver will issue a purchase order to the Seller in respect of any and all other items, that are manufactured quantity of the Product. Acceptance of a purchase order by Walsin and hereafter ordered by and sold to E-Tek pursuant the Seller is expressly limited to the terms hereof. b. During of the term of purchase order and to this Agreement. Unless agreed by the Parties expressly in writing, E-Tek shall provide Walsin monthly with forecasts setting forth the quantity and types of Supplies E-Tek anticipates it will consume during a rolling twelve-month period. These forecasts will be estimates only, and will not constitute purchase commitments, except that the quantity of Supplies on any such forecast planned for delivery within the applicable manufacturing lead time shall be considered firm purchase obligations. Otherwise, obligations of E-Tek to purchase Supplies will be established only through purchase orders ("Orders"). c. Throughout the term of this Agreement, E-Tek shall periodically submit Orders to Walsin for the proposed sale and purchase of certain Supplies; provided, that nothing herein shall obligate E-Tek to order any Supplies. Each Order shall specify the type(s) and quantity(ies) of requested Supplies, along with the applicable specifications, and the delivery date(s) and destination point(s) thereof. An Order may also provide that the E-Tek name and logo shall be marked on such ordered Supplies. The additional or different terms and conditions of this Agreement are expressly excluded and shall be incorporated into each and every Order. In the event not form part of any conflict, differences or inconsistencies between the terms and conditions of this Agreement and those of any order, quotation, acknowledgment or any other related document, the terms and conditions of this Agreement shall governsupply contract. d. No 7.7 The Seller will include the Order shall bind Walsin unless hereafter accepted by Walsin; provided, that Walsin shall not unreasonably withhold any such acceptance. Any acceptance or rejection by Walsin number on its invoice for the relevant quantity of any Order shall be communicated Product to E-Tek within five business days of Walsin's receipt of such Order; otherwise, such Order shall be deemed fully accepted by Walsinassist the Buyer with its internal requirements. e. Walsin shall use reasonable commercial efforts to promptly pass all E-Tek qualification tests for Supplies, 7.8 Seller and to thereafter produce as many Supplies as it is capable of manufacturing. Walsin hereby grants to E-Tek a right of first refusal over any and all other entities Buyer (including WalsinThird Party Receiver) with respect to Walsin's will review on annual basis in August time frame available capacity to manufacture products and fill purchase orders. E-Tek shall be entitled to exercise such right, if at all, upon its submission to Walsin of every other monthly forecast, but in no event more than six times per the Seller side as well as all demands for the next year, measured from the date E-Tek first exercises such right hereunder. Should E-Tek ever fail to exercise its first-refusal rights, then Walsin's exclusive remedy shall be the right to make such uses of its products and manufacturing capacity as Walsin sees fit. f. Walsin shall continue 7.9 The Seller will provide Delivery Note to produce the Supplies and make the same available for sale to E-Tek for at least twelve months from the date Walsin passes the respective qualification tests. Thereafter, Walsin must provide E-Tek with at least six months' prior written notice before unilaterally discontinuing or reducing the production, and/or sale to E-Tek, of any SuppliesBuyer.