![]() Each Confirmation must reference Buyer’s Purchase Order number and either (a) verify acceptance of the Purchase Order, (b) propose adjustments to Product quantities or ship dates for negotiation until the Parties can achieve mutual agreement, or (c) reject the Purchase Order with explanation. Seller shall confirm to Buyer in writing via email the receipt of each Purchase Order (each, a “Confirmation”) within three (3) Business Days. Purchase Orders shall be in writing and specify the Product, accessories and/or spare parts, as well as the applicable price (as set forth in Exhibit A), quantity, Delivery Date, and other items as agreed by the Seller and Buyer. Buyer shall order its desired quantities of Products ( including accessories or spare parts) to be provided by Seller under this Agreement by means of purchase orders (the “Purchase Orders”). Neither Party may cancel any previously accepted Purchase Order hereunder without the prior written consent of the other Party.Īcceptance, Rejection, and Cancellation of Purchase Orders. Seller may only reject a Purchase Order if: (a) Seller has sent Buyer a Notice of termination under Section 6.4 (b) the applicable Purchase Order includes terms and conditions that supplement those contained in this Agreement, which Seller is unwilling to accept (c) the applicable Purchase Order fails to conform with the terms and conditions of this Agreement (d) the applicable Purchase Order (together with any other applicable Purchase Order) exceed the forecasts provided in accordance with Section 3.1 (e) the Purchase Order exceeds Seller’s then- current manufacturing capabilities or (f) the requested Delivery Date is not within the lead times specified herein. Buyer Purchasing Parties may withdraw any Purchase Order prior to Seller’s acceptance thereof. Each Confirmation must reference the Purchase Order number, confirm acceptance of the Purchase Order or, solely if permitted under this Section 3.2, advise the Buyer Purchasing Party of Seller’s rejection of such Purchase Order, the date of acceptance or rejection and the basis for rejection, if applicable. Seller shall confirm to the respective Buyer Purchasing Party the receipt of each Purchase Order issued hereunder (each, a “ Confirmation”) within five (5) business days following Seller’s receipt thereof in written form via e- mail. EMCORE may postpone the delivery date on a Purchase Order by providing at least two Business Days advance written Notice, and, if made with less than 10 Business Days written notice, shall be liable for the reasonable storage and freight costs of the forwarder due to the delayed delivery.Īcceptance, Rejection, and Cancellation of Purchase Orders. If EMCORE cancels a purchase order for works in process, Fastrain shall immediately stop the process of manufacturing with respect to such purchase order, and any corresponding raw materials or WIP shall be subject to the terms of Section 7.2.4. If EMCORE cancels a purchase order for finished goods, Fastrain shall immediately stop the delivery, and any Products with aging more than forty five (45) days shall be subject to Section 7.2.3. EMCORE may only cancel a previously accepted Purchase Order (i) pursuant to the exercise of EMCORE's rights under Section 4.1 or (ii) upon mutual agreement of the Parties, provided the EMCORE shall be liable for the reasonable storage and freight costs of the forwarder due to the canceled delivery. Except as otherwise agreed in this Agreement, Fastrain may not cancel any previously accepted Purchase Order hereunder. Fastrain may reject a Purchase Order if Fastrain has sent EMCORE a Notice of termination under Section 6.5. EMCORE may withdraw any Purchase Order prior to Fastrain's acceptance thereof. If Fastrain fails to issue a Confirmation within two Business Days following Fastrain's receipt thereof or otherwise commences performance under such Purchase Order, Fastrain will be deemed to have accepted the Purchase Order. ![]() Each Confirmation must reference EMCORE's Purchase Order number, confirm acceptance of the Purchase Order or, solely if permitted under this Section 3.2, advise EMCORE of Fastrain's rejection of such Purchase Order, the date of acceptance or rejection and the basis for rejection, if applicable. Acceptance, Rejection, and Cancellation of Purchase Orders. Fastrain shall confirm to EMCORE the receipt of each Purchase Order issued hereunder and corresponding delivery date (each, a " Confirmation") within two Business Days following Fastrain's receipt thereof.
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