Common use of Forecasts Purchase Orders Clause in Contracts

Forecasts Purchase Orders. From time to time, Buyer may, but shall not be required to, provide Seller with Forecasts. Forecasts are for informational purposes only and do not create any binding obligations on behalf of either Party; provided, however, that Seller shall not be required to manufacture and sell to Buyer any quantity of Products that is unreasonably disproportionate to any Forecast for the period covered by such Forecast. At least forty-five (45) days prior to each Delivery Date, Buyer shall issue to Seller Purchase Orders (containing applicable Basic Purchase Order Terms that are consistent with the terms of this Agreement), in written form via [***] and [***]. By issuing a Purchase Order to Seller, Buyer makes an offer to purchase Products pursuant to the terms and conditions of this Agreement and the Basic Purchase Order Terms contained in such Purchase Order, and on no other terms. For the avoidance of doubt, any variations made to the terms and conditions of this Agreement by Buyer in any Purchase Order, or by Seller in any subsequent documentation or communications, are void and have no effect unless in a writing executed by both Parties. Seller shall accept or reject a Purchase Order within three (3) business days of the receipt thereof. If Seller accepts the Purchase Order timely, Buyer shall be obligated to purchase from Seller quantities of Products specified in a Purchase Order. Without the prior written consent of Seller, Buyer shall not be permitted to (a) order any Product in an amount greater than zero but less than the minimum order amount for such Product set forth in Schedule 1 or (b) order more than the maximum amount of any Product set forth in Schedule 1. For the avoidance of doubt, B▇▇▇▇ is permitted to not order Product from time to time in its sole discretion.

Appears in 2 contracts

Sources: Supply Agreement (Vitro Biopharma, Inc.), Supply Agreement (Vitro Biopharma, Inc.)