Annual Purchase Commitment Clause Samples

An Annual Purchase Commitment clause requires one party, typically the buyer, to purchase a specified minimum quantity of goods or services from the other party within each contract year. This obligation may be quantified by units, dollar value, or another measurable standard, and often includes provisions for what happens if the commitment is not met, such as penalties or the right to terminate. The core function of this clause is to provide the seller with predictable revenue and production planning, while ensuring the buyer secures a steady supply, thereby reducing uncertainty for both parties.
Annual Purchase Commitment. 5.1. DISTRIBUTOR and ASTC agree the quantity of ASTC Products to be purchased by DISTRIBUTOR will total * * * in year one, * * * in year two and * * * in year three, year one commences with grant of government registration. The products to be purchased are the products listed in Exhibit B inclusive of any new products and accessories to be added to Exhibit B hereafter. 5.2. No later than thirty (30) days following the last day of any subsequent year of the term of this Agreement, if the term of this Agreement shall have been extended in accordance with the terms of this Agreement) DISTRIBUTOR and ASTC shall mutually agree in writing on the Annual Purchase Commitment for the following year. Failure to do so will result in a probationary ninety (90) day period. Upon expiration of the probationary period, DISTRIBUTOR's rights hereunder shall terminate, unless prior to the expiration of said probationary period, ASTC notifies DISTRIBUTOR in writing that DISTRIBUTOR's rights hereunder shall continue according to the terms and conditions hereof. 5.3. Failure on the part of the DISTRIBUTOR in any consecutive two (2) quarters in any given year of this Agreement, to purchase an aggregate total of * * * of the Annual Purchase Commitment shall result in a sixty (60) day probationary period, which probationary period shall be followed by immediate termination of DISTRIBUTOR's rights hereunder, unless prior to the expiration of said probationary period, ASTC notifies DISTRIBUTOR in writing that DISTRIBUTOR'S rights hereunder shall continue according to terms and conditions hereof. * * * Confidential Treatment Requested 5.4. Any failure by the DISTRIBUTOR to meet its Annual Purchase Commitment resulting from delayed delivery by ASTC of the ASTC Products covered by this Agreement shall be documented at the time of any such delay. Such failure shall not constitute a breach of this Agreement so long as the quantity of ASTC Products subject to such delay would, had DISTRIBUTOR been able to purchase such ASTC Products during such period of delay, been equivalent to the quantity of ASTC Products necessary to meet the Annual Purchase Commitment for the relevant period.
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Annual Purchase Commitment. For each calendar year or partial calendar year during the Term of this Agreement (a "Contract Year") beginning with 1999, Buyer shall submit to Seller a purchase commitment (the "Purchase Commitment") specifying the volume of each Product contemplated to be supplied CONFIDENTIAL TREATMENT REQUESTED pursuant to the Supply Agreement during the following year (the "Volume Targets"). The Purchase Commitment with respect to each Contract Year shall be submitted prior to August 31 of the preceding year; provided, however, that within 30 days of receipt by Buyer of a Price Notice with respect to Products, Buyer shall have the right to deliver a notice to Seller reducing Buyer's Purchase Commitment for such Products. Such Volume Targets with respect to all Products shall not be less than XXXXXXXXXXXXXXXXXXXXXXX pounds of garlic nor more than XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX pounds of garlic. With respect to Contract Year 1998, Volume Targets shall be as set forth on Schedule 4A attached hereto.
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Annual Purchase Commitment. Attached hereto in Exhibit D is the annual purchase commitment and required delivery dates with the number of Products to be Purchased by Distributor from Manufacturer (“Annual Purchase Commitment”). Annually for 1995 – 1999, Distributor and Manufacturer shall mutually agree in writing on the Annual Purchase Commitment for the immediately following calendar year. Throughout the term of this Agreement, if Distributor fails to purchase (80%) of its Annual Purchase Commitment during any given year, then Manufacturer may terminate this Agreement by mailing written notice of termination to Distributor, in which case this Agreement shall terminate immediately. Products returned to Manufacturer under the provisions of Subsection 3(k) above shall not count towards the fulfillment of Distributor’s relevant Annual Purchase Commitment. Prior to the close of each year, Manufacturer shall work with Distributor to establish a forecast of annual purchase commitment for the subsequent year. If the parties are unable to agree on an Annual Purchase Commitment within sixty (60) days prior to the anniversary date of this Agreement, then an extrapolation of market growth data based on Manufacturer’s worldwide growth rate will be used to calculate projected increases for upcoming period.
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Annual Purchase Commitment. In the event that Buyer fails to order its [...***...] Annual Purchase Commitment in any calendar year, Buyer shall issue a PO (the “Adjustment PO”) to Seller by no later than [...***...] of the calendar year in which such shortfall occurs for a dollar amount as calculated herein. The dollar amount of the Adjustment PO shall be calculated by [...***...]. Payment by Buyer to Seller under the Adjustment PO shall satisfy all of Buyer’s obligations under this Agreement with respect to its commitment to purchase the applicable Annual Purchase Commitment during the applicable calendar year for which the Adjustment PO was issued.
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Annual Purchase Commitment. (APC) The Distributor shall purchase a specified dollar amount of assembled Products for the initial period of this Agreement and for each subsequent calendar year thereafter, the amount of which is shown in Exhibit I hereto executed by the parties, such purchases to be at Distributor net prices (based on ▇▇▇▇-▇▇▇▇▇▇ invoices and net of any accepted returns). Distributors executing Option A Exhibits agree that (a) Forty percent (40%) of such purchase commitment must be completed, and the Products shipped and delivered within the first six (6) months of each full year, and (b) the remaining purchase commitment must be completed and the Products shipped to the Distributor by the end of the year and in minimum amounts not less than the equivalent of equal monthly increments thereof. The annual purchase commitment (APC) will be reviewed by both parties and established by negotiation each year. If no agreement is reached, ▇▇▇▇-▇▇▇▇▇▇ may consider termination under Section 8.1 below.
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Annual Purchase Commitment. Diamond agrees that all purchases of the [ ] Vaccine, Modified Live Virus by Bayer, whether for Bayer's own use or for sale to [ ] pursuant to the [ ] Supply Agreement, will be applied toward Bayer's minimum annual aggregate purchase commitment set forth in the Agreement.
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Annual Purchase Commitment. BAYER's minimum annual aggregate purchase commitment of [ ] is hereby reduced effective January 1, 1996 to [ ] [ ]. All references in Sections 2.1, 4.2 and 5.2 and elsewhere in the Agreement to such [ ] purchase commitment shall be deemed changed effective January 1, 1996 to [ ].
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Related to Annual Purchase Commitment

  • Purchase Commitment In addition to the commercially reasonable efforts commitment described herein, Distributor hereby agrees to purchase from CryoCath ("Purchase Commitment") and for each renewal year term thereafter, the dollar value in Products set forth on the Purchase Commitment, Exhibit C. Distributor must meet the annual Purchase Commitments at the end of each twelve-month term and must meet 40% of the first term's commitment by the end of the first 9 months of that first term and 40% of the second term's commitment by the end of the first nine months of the second term (hereafter referred to as the "Interim Term Targets"). It is understood that the initial period referred to with respect to the interim and annual purchase commitments will be for 15 months and will commence as of January 1, 2005. Subsequent periods will be for twelve months commencing on April 1, 2006 and April 1 each year thereafter. CryoCath shall transfer to Distributor as of January 1, 2005 all its existing customer accounts it has in the Territory identified in Section 1.2.. Distributor shall pay a one time compensation fee to CryoCath for the transferred accounts on January 1, 2005 an amount equal to ** Throughout the term of this Agreement, if Distributor fails to purchase Distributor's Purchase Commitment at any time or meet the Interim Term Targets, Distributor's appointment may at CryoCath's option, be terminated or may automatically become non-exclusive for the remaining term of this Agreement subject to a 30-day cure period, without prejudice to CryoCath's other rights under this Agreement (including the right to terminate this Agreement upon written notice to Distributor) and CryoCath may appoint one or more additional agents or Distributors for sale of the Products or solicit orders for the Products directly in the Territory for the remaining term of this Agreement. Products returned to CryoCath for reason other than Product defect shall not count towards the fulfillment of Distributor's relevant Purchase Commitment. Purchase Commitments for the second twelve-month period are to be negotiated mutually between the parties 6 months prior to the expiration of the First Twelve Month Period such that ** Purchase Commitments will be adjusted as new jurisdictions are added during the term of this agreement. Throughout the term of this Agreement, if Distributor fails at any time to purchase Distributor's Purchase Commitment or meet the Interim Term Targets, Distributor's appointment may at CryoCath's option, automatically become non-exclusive for the remaining term of this Agreement subject to a 30-day cure period, without prejudice to CryoCath's other rights under this Agreement (including the right to terminate this Agreement upon written notice to Agent) and CryoCath may appoint one or more additional agents or Distributors for sale of the Products or solicit orders for the Products directly in the Territory for the remaining term of this Agreement. Products returned to CryoCath for reason other than Product defect shall not count towards the fulfillment of Distributor's relevant Purchase Commitment. The Purchase Commitment in year two of the term of this Agreement will be established by Manufacturer in consultation with Distributor after the third Contract Quarter and will be confirmed in writing by the Manufacturer prior to the commencement of year 2 and similarly for each renewal period thereafter.

  • Purchase Commitments Company has no purchase commitments for inventory items or supplies that, together with amounts on hand, constitute in excess of three months normal usage, or which are at an excessive price.

  • Total Purchase Price (High Bid + Buyer’s Premium) $

  • Initial Purchase Price (a) Prior to Closing, the Company shall prepare (and, if requested by Purchaser, in consultation with Purchaser), and at least four Business Days prior to the Closing Date, the Company shall deliver to Purchaser, a written statement (the “Closing Statement”) setting forth: (i) the Company’s good faith estimate and supporting calculations of (I) the Cash Amount (the “Estimated Cash Amount”), (II) the Net Working Capital (the “Estimated Net Working Capital”), (III) the Indebtedness Amount (the “Estimated Indebtedness Amount”) and (IV) the Transaction Expenses Amount (the “Estimated Transaction Expenses Amount”); (ii) payment instructions for the payment of the Closing Consideration; (iii) a list of and, as applicable, payment instructions for the payment of, each of the Transaction Expenses included in the Estimated Transaction Expenses Amount; and (iv) the calculation of the Initial Purchase Price and Closing Consideration derived therefrom. (b) During the preparation of the Closing Statement (if requested by Purchaser) and after the delivery of the Closing Statement, Purchaser and its Representatives shall have a reasonable opportunity to review and to discuss with the Company and its Representatives (a) the Company’s and its Subsidiaries’ working papers and the working papers of the Company’s independent accountants, if any, relating to the preparation of the Closing Statement and the calculation of the Estimated Cash Amount, Estimated Net Working Capital, Estimated Indebtedness Amount and Estimated Transaction Expenses Amount and (b) the relevant books and records of the Company and its Subsidiaries relating to the Cash Amount, the Net Working Capital, the Indebtedness Amount or the Transaction Expenses Amount; and the Company and its Representatives shall reasonably assist Purchaser and its representatives in their review of the Closing Statement and the preparation thereof and reasonably cooperate with respect thereto. In the event Purchaser notifies the Company in writing prior to the Closing that it disputes any amount set forth in the Closing Statement, Purchaser and the Company shall cooperate in good faith to resolve any such dispute as promptly as practicable prior to the Closing Date. If, prior to the Closing, Purchaser and the Company agree in writing to any component on the Closing Statement, then such components of the Closing Statement shall be modified as so agreed. The Closing shall not be delayed if Purchaser and the Company are unable, after any such cooperation, to agree on all of the components of the Closing Statement and, except as otherwise agreed to by Purchaser and the Company in writing, the parties shall use the Closing Statement as delivered by the Company for purposes of determining the Closing Consideration (without limiting any of the provisions of this Agreement, including Article II). (c) From 12:00 a.m. on the Closing Date and until the Closing, the Company shall not, and shall not permit any of its Subsidiaries to, make any dividend or distributions of Cash or incur any Indebtedness or Transaction Expenses (other than as a result of the Financing or as already fully reflected in the Closing Statement) or use any Cash to pay any Transaction Expenses or to repay any Indebtedness. If, as a result of a breach by the Company of any of its covenants contained in this Section 1.02(c), Cash, Transaction Expenses or Indebtedness shall have changed between 11:59 p.m. on the day immediately preceding the Closing Date and the time immediately preceding the Closing, then any such changes shall be included in the calculation of Cash Amount, Transaction Expenses Amount and/or Indebtedness Amount (as the case may be) for purposes of the Closing Statement. (d) For purposes of this Agreement,

  • Defaulting Initial Purchaser (a) If, on the Closing Date, any Initial Purchaser defaults on its obligation to purchase the Securities that it has agreed to purchase hereunder, the non-defaulting Initial Purchasers may in their discretion arrange for the purchase of such Securities by other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the non-defaulting Initial Purchasers do not arrange for the purchase of such Securities, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Initial Purchasers to purchase such Securities on such terms. If other persons become obligated or agree to purchase the Securities of a defaulting Initial Purchaser, either the non-defaulting Initial Purchasers or the Company may postpone the Closing Date for up to five full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Initial Purchasers may be necessary in the Time of Sale Information, the Offering Memorandum or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Time of Sale Information or the Offering Memorandum that effects any such changes. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 9, purchases Securities that a defaulting Initial Purchaser agreed but failed to purchase.