Common use of Acceptance of Order Clause in Contracts

Acceptance of Order. The buyer issuing a purchase order, whether Cypress Semiconductor Corporation or one of its wholly owned subsidiaries (“Buyer”), and the party named in the purchase order (“Vendor”), agree that the terms and conditions herein, including any specifications, drawings or other documents incorporated by reference (the purchase order and the terms and conditions herein are, collectively, the “Order”), become the exclusive binding agreement between the parties covering the purchase of Products, Services and/or Software (defined below) ordered herein upon the earlier of: (a) Vendor issuing a written acceptance of the Order (including via email and including acceptance of a Buyer document referencing the Order) solely on the terms contained in the Order; or (b) any conduct by Vendor that acknowledges the existence of a contract pertaining to the subject matter of the Order. Buyer’s purchase of Products and Services and licensing of Software from Vendor is made conditional on Vendor’s assent to the terms and conditions in this Order. If Vendor has previously proposed or subsequently proposes any terms that add to, vary from, or conflict with the terms herein, such terms are hereby objected to and rejected by Xxxxx. If this Order has been issued by Buyer in response to an offer from Vendor and if any of the terms herein are additional to or different from any terms of such offer, then the issuance of this Order by Buyer will constitute an acceptance of such offer subject to the express conditions that Vendor agree to such additional and different terms contained herein, and Vendor will be deemed to have so agreed unless Vendor notifies Buyer to the contrary in writing within ten (10) days of receipt of this Order. To the extent this Order is deemed an acceptance of a previous offer by Vendor, any such acceptance is expressly limited to and conditioned on assent by Vendor to the terms of this Order. Acceptance of the Products, Services or Software delivered under this Order will not constitute acceptance of any of Vendor’s terms or any other additional or different terms. In the event that this Order is designated by Buyer as a blanket purchase order or scheduling order, as indicated in the purchase order, Buyer will have an option, but not the obligation, to procure up to the quantity of Products, Services and/or Software (defined below) described in the purchase order at the prices and during the time period specified by providing separate subsequent release orders to Vendor. Each release will be subject to the terms and conditions herein.

Acceptance of Order. The buyer issuing a purchase orderSkyWater Technology Foundry, whether Cypress Semiconductor Corporation or one of its wholly owned subsidiaries Inc. (“"Buyer”''), and the party named in the purchase order (“"Vendor”"), agree that the terms and conditions herein, including any specifications, drawings or other documents incorporated by reference (the purchase order and the terms and conditions herein are, collectively, the “"Order”''), become the exclusive binding agreement between the parties covering the purchase of Products, Services and/or Software (defined below) ordered herein upon the earlier of: (a) Vendor issuing a written acceptance of the Order (including via email and including acceptance of a Buyer document referencing the Orderemail) solely on the terms contained in the Order; or (b) any conduct by Vendor that acknowledges the existence of a contract pertaining to the subject matter of the Orderhereof. Buyer’s 's purchase of Products and Services and licensing of Software from Vendor is made conditional on Vendor’s 's assent to the terms and conditions in this Orderorder. Vendor acceptance for services assumes that vendor has competent knowledge and training to perform the services outlined in the order. If Vendor has previously proposed or subsequently proposes any terms that add to, vary from, or conflict with the terms herein, such terms are hereby objected to and rejected by Xxxxx. If this Order has been issued by Buyer in response to an offer from Vendor and if any of the terms herein are additional to or different from any terms of such offer, then the issuance of this Order by Buyer will shall constitute an acceptance of such offer subject to the express conditions that Vendor agree to such additional and different terms contained herein, and Vendor will shall be deemed to have so agreed unless Vendor notifies Buyer to the contrary in writing within ten (10) days of receipt of this Order. To the extent this Order order is deemed an acceptance of a previous offer by Vendor, any such acceptance is expressly limited to and conditioned on assent by Vendor to the terms of this Order. Acceptance of the Products, Services or Software delivered under this Order will shall not constitute acceptance of any of Vendor’s 's terms or any other additional or different terms. In the event that this Order is designated by Buyer as a blanket purchase order or scheduling order, as indicated in the purchase order, Buyer will shall have an option, but not the obligation, to procure up to the quantity of Products, Services and/or Software (defined below) described in the purchase order at the prices and during the time period specified by providing separate subsequent release orders to Vendor. Each release will shall be subject to the terms and conditions hereinhereof.

Acceptance of Order. The buyer issuing This Purchase Order constitutes an offer by XXXXXXXXX which is accepted by Supplier solely in accordance with the terms set forth herein and on the face of the Purchase Order upon the earlier of Supplier's (i) signing and returning the acknowledgment copy hereof, or (ii) commencement of effort, or delivery in whole or in part of articles or the furnishing of services required herein, or (iii) failure to take exception to the terms herein and on the face of the Purchase Order within 21 days of the Purchase Order date. This Purchase Order is a purchase complete and exclusive statement of terms and supersedes all prior agreements, unless an active Master Service Agreement or Contract exists, or is subsequently executed in which case the Master Service Agreement or Contract would control. P RICE Prices shall be firm and not subject to adjustment or variation unless specifically approved in writing by XXXXXXXXX. Supplier warrants that the prices herein specified are as low as any net prices now given by Supplier to any other customer for goods or services of like grade and quality in like quantities, and Supplier agrees that if at any time during the pendency of this Order lower net prices are quoted under similar conditions, said lower net prices shall be from that time substituted for the prices herein. Supplier agrees that any price reductions made in the goods or services covered by this Order subsequent to its acceptance but prior to payment thereof will be applicable to this order. Except as otherwise provided herein, whether Cypress Semiconductor Corporation the prices herein include all costs and charges to be incurred by Supplier, including without limitation, installation and other services charges, all applicable federal, state and local taxes and duties; all wages and fees for services and materials; all charges for transportation, packing, packaging, and returnable containers; all costs of design, engineering, and development; and all costs for tooling, gauges, jigs, fixtures, dies, molds, patterns, and similar property that may be obtained or required by Supplier for use in the manufacture, fabrication, or assembly of the goods or performance of the services called for by this Order. SPECIFICATIONS/CHANGES Products shall be manufactured in accordance with XXXXXXXXX specifications. XXXXXXXXX may, at any time, by a written order make changes within the general scope of the Purchase Order in any one or more of its wholly owned subsidiaries the following: (“Buyer”)i) drawings, designs, or specifications; (ii) method of shipping or packing; (iii) place or time of delivery; and (iv) quantity. Supplier shall proceed immediately to perform the Purchase Order as changed. If any such changes cause an increase or decrease in the cost of, or the time required for, the performance of the Purchase Order, an equitable adjustment shall be made in the price or delivery schedule, or both, and the party named Purchase Order shall be modified in the purchase order (“Vendor”), agree that the terms and conditions herein, including any specifications, drawings or other documents incorporated by reference (the purchase order and the terms and conditions herein are, collectively, the “Order”), become the exclusive binding agreement between the parties covering the purchase of Products, Services and/or Software (defined below) ordered herein upon the earlier of: (a) Vendor issuing a written acceptance of the Order (including via email and including acceptance of a Buyer document referencing the Order) solely on the terms contained in the Order; or (b) any conduct by Vendor that acknowledges the existence of a contract pertaining to the subject matter of the Orderwriting accordingly. Buyer’s purchase of Products and Services and licensing of Software from Vendor is made conditional on Vendor’s assent to the terms and conditions in Any claim for adjustment under this Order. If Vendor has previously proposed or subsequently proposes any terms that add to, vary from, or conflict with the terms herein, such terms are hereby objected to and rejected by Xxxxx. If this Order has been issued by Buyer in response to an offer from Vendor and if any of the terms herein are additional to or different from any terms of such offer, then the issuance of this Order by Buyer will constitute an acceptance of such offer subject to the express conditions that Vendor agree to such additional and different terms contained herein, and Vendor will provision must be deemed to have so agreed unless Vendor notifies Buyer to the contrary submitted in writing within ten fifteen (1015) days from the date the change is ordered together with cost or pricing data sufficient to permit evaluation of receipt such claim. Where the cost of property made obsolete or excess as a result of a change is included in the Supplier’s claim for adjustment (and supported by inventory schedules to be submitted within three (3) months from the date of change), XXXXXXXXX shall have the right to prescribe the manner of disposition of such property. Failure of the parties to agree upon any adjustment to be made under this clause shall not excuse Supplier from proceeding with the Purchase Order as changed, or directed by an authorized representative of Xxxxxxxxx’x Purchasing Department. PACKING AND SHIPPING Deliveries shall be made as specified without charge for boxing, crating, carting, or storage unless otherwise specified, and articles shall be suitably packed to secure lowest transportation costs and in accordance with the requirements of common carriers, and in such a manner as to assure against damage from weather, transportation, and other causes. Articles shall be described on bills of lading in accordance with current Motor Freight or Uniform Freight Classification, whichever is applicable. Xxxxxxxxx’x purchase order numbers must be plainly marked on all invoices, packages, bills of lading and shipping orders. Packing lists shall accompany each box or package shipment. Xxxxxxxxx’x count or weight shall be final and conclusive on shipments not accompanied by packing lists. Shipments for two or more destinations, when so directed by XXXXXXXXX, shall be shipped in separate boxes or containers for each destination at no charge. D ELIVERY XXXXXXXXX reserves the right to refuse shipments made in advance of the schedule set forth in the Purchase Order, to return advance shipments at Supplier’s expense, and/or to hold any pre-dated articles and pay invoices on such shipments on normal maturity after schedule date. Over shipment allowances, if authorized will be applied to the entire Purchase Order. To Time is of the extent essence and deliveries must be made as set forth in this Order Agreement. If delivery is deemed an acceptance not completed within the time(s) specified, XXXXXXXXX reserves the right, in addition to its other rights and remedies, to terminate this Agreement on one (1) days’ notice or to extend the time of a previous offer delivery or payment, correspondingly. If timely delivery is endangered by VendorSupplier, any XXXXXXXXX may direct Supplier to make shipment by the most expeditious means and the total cost of such acceptance is expressly limited expedited shipment and handling will be paid by Supplier. Supplier will not ship excess quantities without purchaser’s prior written approval. If XXXXXXXXX agrees to and conditioned on assent by Vendor accept deliveries after the date of delivery has passed, XXXXXXXXX shall have the right to direct the Supplier to make shipment to the terms delivery point set forth in the Purchase Order by the most expeditious means and any additional cost of this Ordersuch expedited shipment and handling shall be borne by the Supplier. Acceptance of late deliveries shall not be deemed a waiver of Xxxxxxxxx’x right to hold the ProductsSupplier liable for any loss or damage resulting wherefrom, Services or Software delivered under this Order will not constitute acceptance of any of Vendor’s terms or any other additional or different terms. In the event that this Order is designated by Buyer nor shall it act as a blanket purchase order or scheduling order, as indicated modification of the Supplier’s obligation to make future deliveries in accordance with the delivery schedule set forth in the purchase order, Buyer will have an option, but not the obligation, to procure up to the quantity of Products, Services and/or Software (defined below) described in the purchase order at the prices and during the time period specified by providing separate subsequent release orders to Vendor. Each release will be subject to the terms and conditions hereinPurchase Order.

Acceptance of Order. The buyer issuing a purchase order, whether Cypress Semiconductor Corporation or one of its wholly owned subsidiaries This Purchase Order (“Buyer”), and "Order") contains the party named in the purchase order (“Vendor”), agree that the entire terms and conditions hereinof the agreement between the Seller named on the front side hereof ("Seller") and NeoPhotonics Corporation, including a Delaware corporation ("NeoPhotonics") regarding the articles, materials, parts and work covered by this Order ("Goods"). NeoPhotonics hereby objects to all additional terms or modifications to this Order proposed by Seller contained in any specificationscommunication from Seller or proposed by any course of dealing or performance between Seller and NeoPhotonics, drawings and no such additional terms or other documents incorporated modifications shall be binding on NeoPhotonics without NeoPhotonics's prior express written consent thereto. NeoPhotonics's failure to further object to any such additional terms or modifications contained in any communication from Seller or proposed by reference (any course of dealing or performance between Seller and NeoPhotonics shall not be deemed a waiver of the purchase order provisions hereof or an approval of the terms or modifications therein. Unless NeoPhotonics has provided prior express written consent to the contrary, any term or condition of the reverse side of this Order shall prevail in the event that there is an inconsistency between it and any term or condition of the front side of this Order. Any term or condition of this Order shall prevail in the event that there is an inconsistency between it and any term or condition of any communication from Seller or of any course of dealing or performance between Seller and NeoPhotonics. Seller shall be deemed to have accepted, and shall be bound by, this Order and its terms and conditions herein are, collectively, the “Order”), become the exclusive binding agreement between the parties covering the purchase of Products, Services and/or Software (defined below) ordered herein upon the earlier earliest of: (a) Vendor issuing the date Seller returns to NeoPhotonics a written acceptance of the Order (including via email and including acceptance of a Buyer document referencing the Order) solely on the terms contained in the Orderacknowledgement thereof; or (b) any conduct by Vendor that acknowledges the existence of a contract pertaining date Seller ships to the subject matter of the Order. Buyer’s purchase of Products and Services and licensing of Software from Vendor is made conditional on Vendor’s assent to the terms and conditions in this Order. If Vendor has previously proposed or subsequently proposes any terms that add to, vary from, or conflict with the terms herein, such terms are hereby objected to and rejected by Xxxxx. If this Order has been issued by Buyer in response to an offer from Vendor and if NeoPhotonics any of the terms herein are additional Goods; and (c) the date five (5) business days after NeoPhotonics's delivery to or different from any terms of such offer, then the issuance Seller of this Order by Buyer will constitute an acceptance of unless Seller has notified NeoPhotonics within such offer subject to the express conditions time that Vendor agree to such additional and different terms contained herein, and Vendor will Seller shall not be deemed to have so agreed unless Vendor notifies Buyer to the contrary in writing within ten (10) days of receipt of this Order. To the extent this Order is deemed an acceptance of a previous offer by Vendor, any such acceptance is expressly limited to and conditioned on assent by Vendor to the terms of this Order. Acceptance of the Products, Services or Software delivered under this Order will not constitute acceptance of any of Vendor’s terms or any other additional or different terms. In the event that this Order is designated by Buyer as a blanket purchase order or scheduling order, as indicated in the purchase order, Buyer will have an option, but not the obligation, to procure up to the quantity of Products, Services and/or Software (defined below) described in the purchase order at the prices and during the time period specified by providing separate subsequent release orders to Vendor. Each release will be subject to the terms and conditions hereinbound.

Acceptance of Order. The buyer issuing a purchase order, whether Cypress Semiconductor Corporation or one of its wholly owned subsidiaries subsidiaries, such as, without limitation Spansion LLC (“Buyer”), and the party named in the purchase order (“Vendor”), agree that the terms and conditions herein, including any specifications, drawings or other documents incorporated by reference (the purchase order and the terms and conditions herein are, collectively, the “Order”), become the exclusive binding agreement between the parties covering the purchase of Products, Services and/or Software (defined below) ordered herein upon the earlier of: (a) Vendor issuing a written acceptance of the Order (including via email and including acceptance of a Buyer document referencing the Orderemail) solely on the terms contained in the Order; or (b) any conduct by Vendor that acknowledges the existence of a contract pertaining to the subject matter of the Orderhereof. Buyer’s purchase of Products and Services and licensing of Software from Vendor is made conditional on Vendor’s assent to the terms and conditions in this Orderorder. If Vendor has previously proposed or subsequently proposes any terms that add to, vary from, or conflict with the terms herein, such terms are hereby objected to and rejected by Xxxxx. If this Order has been issued by Buyer in response to an offer from Vendor and if any of the terms herein are additional to or different from any terms of such offer, then the issuance of this Order by Buyer will shall constitute an acceptance of such offer subject to the express conditions that Vendor agree to such additional and different terms contained herein, and Vendor will shall be deemed to have so agreed unless Vendor notifies Buyer to the contrary in writing within ten (10) days of receipt of this Order. To the extent this Order order is deemed an acceptance of a previous offer by Vendor, any such acceptance is expressly limited to and conditioned on assent by Vendor to the terms of this Order. Acceptance of the Products, Services or Software delivered under this Order will shall not constitute acceptance of any of Vendor’s terms or any other additional or different terms. In the event that this Order is designated by Buyer as a blanket purchase order or scheduling order, as indicated in the purchase order, Buyer will shall have an option, but not the obligation, to procure up to the quantity of Products, Services and/or Software (defined below) described in the purchase order at the prices and during the time period specified by providing separate subsequent release orders to Vendor. Each release will shall be subject to the terms and conditions hereinhereof.