Acceptance of Purchase Orders. Notwithstanding any contrary language in Buyer’s purchase order, each purchase order shall be subject to acceptance by an authorized employee of Seller and each transaction shall be governed exclusively by these Terms and Conditions of Sale (“Contract”), except if any specific terms have been expressly and mutually agreed by the parties and confirmed in Seller’s sale order acknowledgement of each purchase order. Such acceptance is expressly limited to these Terms and Conditions of Sale, and any additional or different terms proposed by Buyer are automatically rejected unless expressly agreed to in writing by Seller. No contract shall exist except as hereinabove provided.
Acceptance of Purchase Orders. Company will endeavor to (i) acknowledge receipt of each purchase order issued in accordance with this Agreement, and (ii) notify Customer whether Company accepts or rejects the purchase order. If Company fails to accept or reject a purchase order within a reasonable time period, such failure to respond will be deemed a rejection of the entire order.
Acceptance of Purchase Orders. Gables may acknowledge, accept or reject an Order at Gables’ sole discretion. Gables may acknowledge an Order. An acknowledged order has not yet been accepted. Until and unless the Order is rescinded by Buyer, Gables may accept or reject the acknowledged Order at any time. Gables may accept an Order. Gables accepts orders in a writing that states “Order Acceptance.” An accepted order forms a contract upon the terms and conditions accepted. Gables may also accept an Order by performance. Acceptance by performance forms a contract on the terms of the order as supplemented by these Terms and Conditions. Once an Order is accepted, it may not be withdrawn nor cancelled except as explicitly permitted under this Article 3 of these terms and conditions. Acceptance of any Order is conditional upon the Buyer’s assent to these Gables Terms and Conditions. Any additional terms and conditions offered by Buyer are expressly rejected unless Gables has expressly agreed to each additional term or condition in a signed writing. Gables may reject an Order. A rejected order forms no contract and Gables has no obligation to act upon a rejected order after it has been rejected. When a customer orders parts that must be fabricated for the Order, these are considered Made-to-Order components. In the case of Made-to-Order components, there will be a Preliminary Period that ends at the earlier of (1) thirty days after the Order is placed, or (2) twenty days before the earliest requested delivery date of the Order; but in no event shall be earlier than the Time and Date of the Order. For Orders that are not Made-to- Order, the Preliminary Period ends at the Time and Date of the Order. If an Order for Made-to-Order components is accepted by Gables, then the Customer may cancel the Order during the Preliminary Period if it does so in writing and pays a cancellation fee of 30% of the total anticipated charge for the Order (less shipping charges). In the event that Customer cancels any Order, in writing, after the Preliminary Period, Customer shall pay to Gables a cancellation fee of 100% of the total anticipated charge for the Order (less shipping charges).
Acceptance of Purchase Orders. Purchase Orders are binding only upon acceptance by Cepheid. Cepheid will only accept Purchase Orders that are issued in conformance with the provisions of this Sales Agreement (and attached Quotation as appropriate). Upon acceptance of a Purchase Order, this Sales Agreement (and attached Quotation as appropriate) and such accepted Purchase Order shall constitute a contract between the Purchaser and Cepheid. PRICE: The sales price(s) for the Goods will be the listed or posted price(s) of Cepheid in effect at the time of shipment, or the price stated in a written Quotation provided by Cepheid. Cepheid’s quotations are subject to change at any time prior to acceptance of an order and expire sixty (60) days from the date of this Sales Agreement. The reasonable cost of packing, crating, shipping, and insurance are prepaid and will be added to the invoice. Where applicable, the Purchaser will pay directly all import duties. Price(s) do not include GST which will be added to the invoice, as a separate line item. DELIVERY: Goods will be packed in Cepheid's standard shipping packages and shipped by method and carrier to be selected by Cepheid, unless otherwise specified otherwise by Cepheid. Cepheid will use reasonable effort to effect shipment of the Goods on or before quoted shipment dates; however Cepheid shall not be liable for any delay or failure in delivery where such delay or failure results from any cause beyond Cepheid’s control, including, but not limited to, act of God, lockouts, strikes, fire, riots, tempest, pandemic, boycott, embargo, government regulations, accidents to machinery, war, non-availability of materials or default by any manufacturer for or sub-contractor to Cepheid [Force Majeure]. Cepheid may make deliveries in installments, and each installment shall be deemed to be a separate sale, for which a separate invoice will be rendered by Cepheid. Cepheid shall also have the right, to the extent necessary in Cepheid’s reasonable judgment, to apportion fairly among its various Customers in a manner deemed equitable by Cepheid, the Goods then available for delivery. Your purchase is governed by the terms and conditions of the present quotation (the “Quote”) and the terms and conditions attached in Annex A (the “Terms”). No other agreement, whether written or oral, and no other terms or conditions in any purchase order or other document, that are contrary or in addition to those in this Quote or the Terms shall apply or be binding upon Cepheid....
Acceptance of Purchase Orders. Unless FRESENIUS informs TRANSMEDICS otherwise in writing within 10 Business Days of its receipt of a Purchase Order, the Purchase Order shall be deemed accepted by FRESENIUS. The only grounds upon which FRESENIUS may reject a THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Purchase Order shall be that the Purchase Order: (i) sets forth a delivery schedule that is inconsistent with Sections 5.1 and 6.1, or (ii) if TRANSMEDICS has not paid three consecutive invoices. Should the requested delivery date set forth on a Purchase Order not be reasonably achievable by FRESENIUS, FRESENIUS will inform TRANSMEDICS thereof within 5 Business Days following receipt of the Purchase Order and at the same time will propose an alternative ship date, the acceptance thereof not to be unreasonably withheld by TRANSMEDICS. A request by FRESENIUS to change the ship date shall not be deemed to be a rejection of a Purchase Order.
Acceptance of Purchase Orders. Provided that a purchase order is consistent with the Rolling Forecast, Patheon will accept the purchase order by sending an acknowledgement to Client, including the confirmed Release Dates. Subject to Section 5.1(c). herein, if Patheon fails to acknowledge receipt of a purchase order within [**], the purchase order will be considered accepted by Patheon. An accepted purchase order will be binding on the parties (a “Firm Order”), except that either party may request to change the Release Date of the Product beyond [**] after [**]. The parties will negotiate in good faith and agree on any requested alternative Release Date. Neither party may unreasonably reject an alternative Release Date requested under this Section 5.1(d), but, if the parties cannot agree, the original Release Date confirmed by Patheon will apply.
Acceptance of Purchase Orders. GCT is under no obligation to accept any purchase order under this Agreement. No Products shall be furnished to DISTRIBUTOR by virtue of this Agreement alone but shall require the issuance of a purchase order. All purchase orders are subject to GCT’s written acceptance. Such written acceptance shall confirm the requested delivery dates or offer alternative delivery dates.
Acceptance of Purchase Orders. Within ten (10) days of receipt of a purchase order from Distributor, Supplier may request in writing a modification of the Product designations, quantities, delivery dates, and special shipment instructions specified thereon. Supplier’s failure to request a modification or to reject a purchase order within the ten (10) day period shall be deemed an acceptance thereof. Upon actual or deemed acceptance of a purchase order by Supplier, a binding contract for the sale and purchase of Product shall exist between Supplier and Distributor in accordance with this Agreement and Distributor’s purchase order. If Supplier requests modification of any of the aforementioned terms of Distributor’s purchase order, then Distributor shall have ten (10) days following receipt of the request to accept or reject Supplier’s modifications. If Distributor does not respond or object to Supplier’s request within ten (10) days of receipt, the modifications specified thereon shall be deemed accepted by Distributor. Upon Distributor’s actual or deemed acceptance of purchase order modifications by Supplier, a binding contract for the sale and purchase of Products shall exist between Supplier and Distributor in accordance with this Agreement and Distributor’s purchase order as so modified. The foregoing modification procedure shall apply only with the regard to Product designations, quantities, delivery dates, and special shipment instructions. With respect to all other terms, Supplier and Distributor agree that the terms and conditions of this Agreement shall apply to the sale of Product hereunder and cannot be modified or amended except as provided in Section 13.8.
Acceptance of Purchase Orders. Notwithstanding any contrary language in Buyer’s purchase order, each purchase order shall be subject to acceptance by an authorized employee of Seller and each transaction shall be governed exclusively by these Terms and Conditions of Sale. Such acceptance is expressly limited to these Terms and Conditions of Sale, and any additional or different terms proposed by Buyer are automatically rejected unless expressly assented to in writing by an authorized employee of Seller. Seller’s acceptance of this order is expressly conditioned upon the Buyer’s assent to the Seller’s terms contained herein. All purchase orders accepted by Seller are deemed to be sales for commercial Buyers and shall not, unless plainly and prominently stated on the face of the purchase order, be considered a sale to any federal, state, provincial or municipal governmental entity either domestic or foreign. No contract shall exist except as hereinabove provided. Price Changes Prices are subject to change to the prices in effect at the time of delivery. Seller reserves the right to make any corrections to prices quoted due to clerical errors or errors of omission. In the event of any design, specification or ordered quantity changes representing a price increase, Buyer will be notified and afforded an opportunity to confirm.
Acceptance of Purchase Orders. Notwithstanding any contrary language in Buyer’s purchase order, each purchase order shall be subject to acceptance by an authorized employee of Seller and each purchase order upon acceptance (“Contract”) shall be governed exclusively by these Terms and Conditions of Sale, except if any specific terms have been expressly and mutually agreed by the parties and confirmed in Seller’s sale order acknowledgment of each purchase order. Such acceptance is expressly limited to these Terms and Conditions of Sale, and any additional or different terms proposed by Buyer are automatically rejected unless expressly and specifically agreed to in writing by an authorized employee of Seller. Seller’s acceptance of a purchase order is expressly conditioned upon the Buyer’s assent to the Seller’s Terms and Conditions of Sale contained herein. All purchase orders accepted by Seller are deemed to be sales for commercial Buyers and shall not, unless plainly and prominently stated on the face of the purchase order, be considered a sale to any federal, state, provincial or municipal governmental entity either domestic or foreign. No contract shall exist except as herein above provided. No contingency contained on any purchase order shall be binding upon the Seller and such additional or conflicting terms are deemed expressly rejected by the Seller.
