Apple 2003 Annual Report Download - page 124

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authorized to purchase Product on Apple’s behalf or perform any other of the tasks described in this Section.
2.5 Notwithstanding any other provision hereof, for US sales (sales for which IBM ships to the Designee and title transfers within the
United States), the contract of sale for Products purchased under this Agreement will be between IBM and in the case of Designees, Apple. For
non-U.S. sales (sales for which IBM ships to the Designee with shipment and title transfer outside of the United States), the contract of sale for
Products purchased under this Agreement will be between the IBM Related Company that will supply the Products (“the Plant”)
and in the case
of Designees, Apple. It is agreed that all such Purchase Orders will incorporate the terms and conditions of the Agreement whether expressly
referenced or not and will only be accepted subject to the terms and conditions of the Agreement. Purchase Orders will be accepted by the
Plant when it issues the Sales Acknowledgment accepting the Purchase Order, thereby creating the contract of sale for the Products.
2.6 Any purchase order submitted by a Designee during the term of this Agreement (whether or not it references this Agreement) for
products or services from IBM’s Microelectronics Division shall be subject to and governed by the terms and conditions of this Agreement,
unless: (i) there is another signed, written agreement in place between IBM and the Designee with respect to the subject matter of such
purchase order; or (ii) the product or service was ordered by a Designee for use in or in connection with its own or another customer’s product
and not in an Apple-branded product. The foregoing shall be in effect regardless of whether Apple and IBM have executed any Attachment to
the Agreement specific to the Products, or Services ordered. If no such Attachment has been executed, then the terms and conditions of the
Attachment most recently executed by Apple and IBM shall control, except with respect to those matters which are uniquely applicable to the
specific Product or Service in question (such as specific NRE charges, Product pricing, specific Items and IBM deliverables, Product names
and descriptions, Purchase Order Lead Times, and Forecasts).
3.0 PRODUCT DEMAND FORECASTS AND ORDERS
3.1 Each month during the term of the Agreement, on or before the last Business Day of the month, Apple will provide IBM a rolling
Forecast of Apple’s requirements for Products, the first month of the Forecast being the month following that month in which the Forecast is
placed.
3.2 IBM will accept Purchase Orders for Products or Services placed by a Designee in accordance with the terms and conditions of the
Agreement. Purchase Orders will specify (i) the Purchase Order number, (ii) the Designee’s tax status (exempt or non-exempt), (iii) the ship-
to location, (iv) the bill-to location, (v) the order-from location, (vi) shipping instructions (including preferred carrier and carrier account
number), (vii) requested shipment dates, (viii) the name of the Designee’s contact, (ix) Product part numbers and the quantity ordered (in
increments of the Minimum Order Quantity (“MOQ”), (x) the applicable unit price, and (xi) the agreement
[**] = information redacted pursuant to a confidential treatment request. Such omitted information has been filed
separately with the Securities and Exchange Commission.