Forecasts and Purchase Orders Clause Samples
The "Forecasts and Purchase Orders" clause defines the process by which a buyer communicates anticipated future demand and places binding orders for goods or services. Typically, this clause outlines the requirements for submitting non-binding forecasts to help the supplier plan production, followed by formal purchase orders that specify quantities, delivery dates, and other key terms. Its core function is to ensure both parties have a clear, structured process for planning and fulfilling orders, reducing the risk of supply shortages or overproduction.
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Forecasts and Purchase Orders. (a) Following Regulatory Approval of one of the Initial Products during the term of this Agreement, Reliant shall provide to ASL no later than the first day of the first month of each calendar quarter a non-binding good faith estimate (“Quarterly Forecast”) by quarter of Reliant’s requirements for the Active Ingredient for the calendar quarter and the succeeding three (3) calendar quarters. Reliant will be obligated to purchase 75% of the quantities of API forecasted for the first two (2) succeeding calendar quarters of each Quarterly Forecast. Within (30) days of Regulatory Approval, Reliant shall provide an initial forecast (“Initial Forecast”) for the four calendar quarters following Regulatory Approval.
(b) Reliant shall place binding purchase orders for Active Ingredient by written or electronic purchase order (or by any other means agreed to by the parties) to ASL, which shall be placed at least ninety (90) days prior to desired date of delivery.
(c) ASL shall be obligated to supply Active Ingredient as ordered by Reliant. To the extent purchase orders in any calendar month exceed One Hundred Fifty percent (150%) of the Quarterly Forecast for the relevant quarter, ASL shall use its best efforts to supply 125% of the quantity ordered.
(d) ASL shall maintain minimum inventory levels equal to the binding portion of the then current Quarterly Forecast. The Active Ingredient shall be shipped C.I.F. Duty Unpaid to a Designated Facility or other location agreed by the parties. Active Ingredient shall be shipped upon completion of production in temperature-controlled vehicles in accordance with the specifications including light protecting containers and the Quality Agreement in order to maintain the quality of the Active Ingredient. Carriers selected by ASL must be commercially reputable, able to track shipments and fully insured with adequate coverage to replace the value of the goods shipped. Title and risk of loss pass on delivery to the Designated Facility.
(e) All shipments of Active Ingredient shall be accompanied by a packing slip and a certificate of analysis which describes the Active Ingredient, states the purchase order number, confirms that the Active Ingredient conforms in all ways with the Specifications, the Process Description and was manufactured in accordance with GMP and all other requirements of the Act. To the extent of any conflict or inconsistency between this Agreement and any purchase order, purchase order release, confirmation, acc...
Forecasts and Purchase Orders. 3.2.1 Within [***] after the Effective Date, Seres shall provide to GenIbet a non-binding [***] forecast of its estimated requests for each Product and update it within [***] after each calendar [***] (beginning on [***], so that GenIbet shall [***] rolling forecast as to the needs of Seres). Following receipt of each forecast, and without limiting its obligations to supply the Product in accordance with this Agreement, GenIbet shall promptly provide Seres [***] GenIbet’s ability to provide the Product in accordance with such forecast.
3.2.2 Seres shall submit in writing or electronically purchase orders (“Purchase Orders”) for the Product to GenIbet. If Seres submits a Purchase Order to GenIbet without providing at least the Minimum Lead Time, GenIbet will not be required to deliver the ordered Product by the requested delivery date, but will use Commercially Reasonable Efforts to deliver the Product in the Purchase Order on the requested date, but in any event shall deliver the Product within the applicable Minimum Lead Time. The “Minimum Lead Time” for SER-109 is [***], and for other Products shall be as set forth in the applicable Product Manufacturing Plan. |||
3.2.3 Unless GenIbet expressly notifies Seres otherwise, GenIbet shall be deemed to have accepted any and all such Purchase Orders from Seres; provided that Purchase Orders (other than the Last Time Buy under Section 15.7.5) that exceed the forecasts by more than [***]% in any calendar quarter for the purchase of the Product shall not bind GenIbet for the excess quantity until such Purchase Orders for such excess quantity are accepted by GenIbet. Each Purchase Order shall identify the Product being ordered, the quantity being ordered and the desired shipping date.
Forecasts and Purchase Orders. (a) During the term of this Agreement, Ethicon shall provide to Genetronics; no later than the first day of each month a non-binding rolling 12 month forecast reflecting Ethicon's monthly requirements for Product(s) for that period. The forecast will be assumed to be mutually agreeable unless Genetronics notifies Ethicon within 10 business days of receipt of said forecast in which case the parties agree to discuss an acceptable alternate forecast. In addition, Ethicon shall provide an initial guidance forecast ("Initial Forecast") 60 days prior to the estimated date of First Commercial Sale of each new Product. Such forecast shall be updated prior to such estimated date of First Commercial Sale.
(b) Ethicon shall place binding orders for Products by written or electronic purchase order (or by any other means agreed to by the parties) to Seller, which shall be placed at least 60 days prior to the desired date of delivery. Genetronics shall be obligated to supply no less than 90% of the Products ordered pursuant to this Agreement to the extent the purchase orders are, collectively, no greater than 120% of the monthly forecast provided pursuant to Section 5.3(a) above no less than 90 days prior to delivery of such purchase order. Ethicon shall at all times be obligated to purchase the quantity of the Products requested in such purchase orders.
Forecasts and Purchase Orders. At lea▇▇ ▇inety (90) days before the anticipated date of the first shipment of the First Product by Cook to ACS, ACS will provide Cook with a good faith, non-binding for▇▇▇▇t of its anticipated purch▇▇▇▇ of all applicable Products, by designated part number covering the twelve (12) month period beginning on the first full month beginning at least ninety (90) days after the date such forecast is provided. ACS shall provide Cook, on or before the last day of each month thereafter, similar twe▇▇▇ (12) month forecasts on a rolling basis. For the first three months in each such forecast ("Firm Forecast"), ACS shall be obligated to purchase an aggregate quantity of units that is not less than [***]% of the aggregate quantity of Products set forth in the Firm Forecast for each month, but the mix will be subject to reasonable change by ACS when ACS provides Cook with a final purchase order. In the event any subsequent overlap▇▇▇▇ Firm Forecast for any month deviates from an initial Firm Forecast for such month, the initial Firm Forecast number shall control. Subject to the foregoing, and at least thirty (30) days before the requested delivery date, ACS shall give Cook a written purchase order that is firm as to both quantity and mi▇ ▇▇ units. Cook shall have no obligation to supply a specific part number or siz▇ ▇▇ a Product unless the quantity ordered for such part number or size in a particular order is at least [***]. For any month, ACS may submit orders in excess of [***]% of the amount of the Firm Forecast for such month, but Cook shall not be obligated to supply the excess amount except on a r▇▇▇▇nable efforts basis. Reasonable efforts shall include providing ------------------ * Material has been omitted pursuant to a request for confidential treatment and such material has been filed separately with the Securities and Exchange Commission. Asterisks within brackets denote omissions. additional shifts. The parties will meet periodically, but in any event at least once during each calendar year, to discuss ACS's anticipated demand beyond the latest forecasted 12-month period. In addition, the parties will discuss additional forecasts as appropriate to facilitate the initial supply of Products and the additional lead time that may be necessary for Products ordered for initial launch.
Forecasts and Purchase Orders. GSK shall issue forecasts and firm purchase orders for its requirements of QS-21 as follows:
Forecasts and Purchase Orders. Beginning on the Effective Date, and thereafter sixty (60) days prior to the first day of each calendar quarter, JVC shall provide to CBI a good faith, quarterly written forecast of Products that JVC expects to purchase and prospective customers over the twelve (12) months commencing with the first day of the next calendar quarter ("Forecasts"). The Parties acknowledge that the Forecasts are for CBI's planning purposes only and shall not be binding upon the Parties. JVC and CBI shall meet, by telephone or in person, not less than once per calendar quarter to review Forecasts.
Forecasts and Purchase Orders. 7.1 Customer shall issue to Contractor, on a monthly basis, a six (6) month rolling forecast setting forth projected demand for the Products (the “Forecast”). Contractor shall use all reasonable commercial efforts, including expediting materials and allocating capacity, in order to support Customer’s request for increased production.
7.2 Contractor will supply all orders that do not exceed the forecast at the delivery times set forth in each Purchase Order. In the event Contractor anticipates at any time that it will not deliver Products within the prescribed timetable as set forth in the applicable Purchase Order, Contractor shall promptly so inform Customer by written notice of such delay. Contractor shall submit proposed revisions to the timetable that reflect Contractor’s best estimates of what can realistically be achieved and shall use its best commercial efforts to achieve such timeline, unless otherwise directed by Customer and confirmed by Contractor.
Forecasts and Purchase Orders. 3.2.1 Sagent shall provide Gland with twelve (12) month rolling forecasts in whole batch increments, which shall be issued at least six (6) months prior to the start of each twelve (12) month forecasted period (each, a “Demand Schedule”). The first such Demand Schedule shall be issued by Sagent six months prior to the anticipated Launch Date, unless otherwise agreed to by the Parties in writing, and updated Demand Schedules shall be issued by Sagent no later than the tenth day of each succeeding calendar month. The first three (3) months of each Demand Schedule will represent a firm Purchase Order (“Purchase Order(s)”) which Purchase Orders shall set forth the specific quantities needed, delivery date and delivery location and whether or not reasonable quantities of reference standard material and/or impurities material are required.
3.2.2 In the event of any conflict between any Purchase Order and this Agreement, this Agreement shall control.
Forecasts and Purchase Orders. 7.1 On the Effective Date and before January 1 of each year thereafter, AMAG shall provide Ypsomed with a written forecast for [***] of AMAG’s estimated requirements for Component Sets (the "Long Range Forecast"). Such Long Range Forecasts shall only be used for capacity planning and determination purposes as set out herein.
7.2 On the Effective Date and on or before of each January 1, April 1, July 1 and October 1 during the Term, AMAG shall provide Ypsomed with a written [***] rolling forecast of AMAG’s estimated requirements for Component Sets (the "Rolling Forecast"). Such Rolling Forecasts shall include binding and non-binding periods, [***] (the “Binding Forecast”). The non-binding portion of each Rolling Forecast shall only be used for capacity planning and determination purposes as set out herein. In its Rolling Forecast, AMAG shall, to the extent practicable, level out potential variations in the forecasted amounts for consecutive quarters (in any case for at least the first [***] covered by the Rolling Forecast) to enable continuous manufacture and resource planning at Ypsomed.
7.3 On or before each January 1, April 1, July 1 and October 1 during the Term, AMAG shall submit to Ypsomed a purchase order specifying the number of Component Sets and the requested delivery date(s) for the second quarter thereafter in accordance with the Binding Forecast (“Purchase Order”), and in each case no later than [***] prior to the requested delivery date(s) specified in the Purchase Order.
Forecasts and Purchase Orders. Retrophin will provide Mission a twelve (12) month rolling forecast that estimates the quantity of Products to be purchased by Retrophin. The forecast will be updated monthly on or before the 10th day of each month. The forecast for each immediately following three (3) month period will constitute a binding obligation of Retrophin to purchase. Retrophin will issue purchase orders for Product consistent with the binding portion of the forecast. Mission will deliver such Products within ninety-five (95) days after each such purchase order is received. Retrophin's initial forecast is attached hereto as Exhibit C. No purchase order may provide for terms or conditions in addition to or different from those set forth in this Agreement. In the event of any conflict between any term or condition set forth in a purchase order and any term or condition in this Agreement, the term and/or condition in this Agreement will prevail.