Inventory Purchase Clause Samples
The Inventory Purchase clause defines the terms under which one party agrees to buy inventory from another. It typically outlines the types of inventory covered, the purchase price or pricing mechanism, delivery schedules, and payment terms. For example, it may specify minimum order quantities, quality standards, or procedures for inspecting goods upon receipt. This clause ensures both parties have a clear understanding of their obligations regarding inventory transactions, reducing the risk of disputes over delivery, payment, or product quality.
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Inventory Purchase. (a) Prior to the Closing Date, the Parties will coordinate in order to identify the total Inventory relating to the Divisions and the Assets, which Inventory and purchase price thereof to be paid by Purchaser shall be set forth on Section 2.5 of the Disclosure Schedule (the “Inventory Schedule”), provided that the Seller shall update the Inventory Schedule within thirty (30) days after the Closing to reflect any adjustments and/or corrections to the Inventory as of the Closing Date. The purchase price for each item of Inventory on the Inventory Schedule shall be determined in a manner consistent with Seller’s past practice and as follows:
(i) for items designated on the Inventory Schedule as class “A” items, wherever located, the purchase price shall be the Seller’s Direct Material Cost multiplied by %;
(ii) For items designated on the Inventory Schedule as class “B” items, wherever located, the purchase price shall be equal to (Seller’s Direct Material Cost less the per unit reserve established as of June 30, 2010) and the result multiplied by %; and
(iii) For items designated on the Inventory Schedule as class “C” or “Consignment” items, wherever located, the Purchaser shall assume responsibility for payment to vendor. (clauses (i) and (ii) above are collectively referred to in this Agreement as the “Inventory Price”). The Inventory to be purchased under this Agreement shall be the Inventory quantities at Closing as set forth on the updated Inventory Schedule and designated as “Class A Items” or “Class B Items” (the “Transferred Inventory”). The total Inventory Price to be paid by Purchaser to Seller under this Agreement shall be equal to all of the items of Transferred Inventory set forth on the Inventory Schedule multiplied by the Inventory Price thereof (the “Total Inventory Price”), provided that the Parties agree that the Transferred Inventory shall be identified on the Inventory Schedule and have a value (based on the Inventory Price set forth on the Inventory Schedule) of no less than $ . All Inventory other than the Transferred Inventory shall be retained by the Seller (“Retained Inventory”), and, notwithstanding Section 7.11 of this Agreement, the Seller shall have the right to sell such Retained Inventory from time to time to third parties in its sole discretion.
(b) Purchaser covenants and agrees to sell each item of Transferred Inventory before it sells any identical item of inventory. For purposes of clarification and example only, and not b...
Inventory Purchase. 2.1 SMTC agrees to purchase all NETRIX active system level inventory ("baseline inventory") presently located at the SMTC facility. SMTC shall pay NETRIX for baseline inventory within 45 days of the date materials are consumed. Notwithstanding the foregoing, SMTC shall cancel the purchase of any baseline inventory not consumed within 6 months of the date of this Agreement and NETRIX agrees to accept cancellation of the purchase of any such inventory. At that time, all unconsumed baseline inventory will be placed in a NETRIX owned stock location so that it may be utilized for repair/rework requirements, or in the event that there is future demand for the inventory. NETRIX shall have the risk of loss of any such unconsumed inventory.
2.2 SMTC will convert NETRIX P.O.'s for components with suppliers to SMTC P.O.'s, provided, however, that the quantity of components in NETRIX P.O.'s to be converted shall not exceed the quantity required for fulfilling NETRIX orders to SMTC for assemblies over a six month period beginning Oct. 1, 1999, or shall not exceed the suppliers minimum purchase quantities for a particular component whichever is more.
2.3 NETRIX agrees to pay for all Non-cancelable P.O. balances for any purchase order converted by SMTC in the event the ordered components are no longer needed by SMTC for any reason.
2.4 SMTC will accurately determine baseline inventory consumed and will provide monthly usage and forecasted usage reports. In addition, SMTC will provide NETRIX with reasonable access to audit baseline inventory.
2.5 SMTC will not apply Uplift to baseline inventory
Inventory Purchase. Acura shall test the items listed on Exhibit 6.9 at Acura’s cost in accordance with Egalet’s standard operating procedures for its viability for use in manufacturing the Product and shall provide Egalet with the results of such testing in writing. If such testing confirms that such items meet the specifications for such materials, Egalet shall purchase such API and packaging inventory, as listed on Exhibit 6.9, from Acura at Acura’s cost (as specified in such Exhibit). [*****] Prior to use of the API comprising a portion of the purchased inventory, Egalet shall conduct such testing as it shall determine reasonably necessary to confirm such API meets applicable specifications. If the API fails to meet applicable specifications, Egalet shall return such non-conforming API to Acura and Acura shall refund to Egalet all amounts paid therefor, including shipping costs. To the extent Egalet, its Affiliates or its Contract Manufacturer, have been unable to use the purchased inventory in the Manufacture of the Product within [*****] following the Launch of the Product, Egalet may return such remaining purchased inventory to Acura for a refund (determined based on the unit costs provided in Exhibit 6.9).
Inventory Purchase. AI shall pay to Vysis in U.S. Dollars the net book value of the Inventory identified by AI in Schedule 3 up to Five Hundred Thousand Dollars ($500,000) within forty-five (45) days of the Closing by wire transfer. In regards to any additional Inventory identified by AI on Schedule 3 in excess of the $500,000 net book value limit (including demonstration units), AI shall make payment to Vysis within one hundred-eighty (180) days of the Closing by wire transfer.
Inventory Purchase. Watsco and Rheem hereby agree that Section 3.7 of the Subscription and Shareholders' Agreements for Heating & Cooling Supply, Inc. and Comfort Supply, Inc. shall continue to be valid, binding and enforceable obligations of each of Watsco and Rheem.
Inventory Purchase. The Purchaser shall make a payment (the ------------------ "Estimated Inventory Payment") to the Seller at Closing in an amount of cash equal to the estimated value as of the Effective Time of the Inventories, as valued by the Seller in accordance with the methods, assumptions, standards of measurement and procedures set forth in Exhibit B attached hereto. The Estimated --------- Inventory Payment shall be payable by wire transfer of immediately available funds at Closing to the accounts designated by the Seller at least three (3) Business Days prior to Closing.
Inventory Purchase. (a) Information on Transferred Inventory. Schedule 2.10 – Part A Column “Estimated Inventory as of Initial Closing Date” contains an indicative list of the quantities of each Product in finished and packaged form in each Territory listed in Schedule 2.10 – Part A Column “Country,” as of the Initial Closing Date. No later than the [*] Day prior to the Initial Closing Date, the Parties shall agree upon Estimated Future Sales,1 and BMS shall communicate to Sanofi an updated list of each Product (outlining Previous SKUs, if any) that BMS estimates to constitute Transferred Inventory on the Initial Closing Date, for each Territory. Such list shall be made available to Sanofi for information purposes only.
(b) Purchase and Sale of Inventory with Physical Transfer of the Inventory from the Location of an Affiliate of BMS to the Location of an Affiliate of Sanofi. Upon the terms and subject to the conditions of this Agreement, on the Initial Closing Date, BMS shall cause its Affiliates listed in Schedule 2.10 – Part A Column “Selling Companies” (the “Selling Companies”) to sell, transfer, and assign to the Affiliates of Sanofi listed in Schedule 2.10 – Part A Column “Purchasing Companies” (the “Purchasing Companies”) and Sanofi shall cause the Purchasing Companies to acquire and assume from the Selling Companies all right, title, and interest of the Selling Companies in the Transferred Inventory, in accordance with the following provisions.
Inventory Purchase. The above notwithstanding, the licensing party may elect to reimburse licensee for its duplication cost for such Inventory, payment terms net-30, in which case the licensee shall have no further rights of any kind with respect to the same.
Inventory Purchase. ▇▇▇▇▇▇ & NOBLE shall purchase the Bookstore inventory from CUESTA COLLEGE at the College’s cost. ▇▇▇▇▇▇ & ▇▇▇▇▇ shall purchase the Bookstore inventory as follows: • New textbooks that have been adopted for an upcoming term or semester shall be purchased by ▇▇▇▇▇▇ & NOBLE up to the quantity of anticipated enrollment at the actual cost to CUESTA COLLEGE (i.e., publisher’s invoice cost). • Used textbooks that have been adopted for an upcoming term or semester shall be purchased by ▇▇▇▇▇▇ & ▇▇▇▇▇ up to the quantity of anticipated enrollment at the Bookstore’s current new textbook retail price, less the standard industry purchase cost factor (i.e., fifty percent (50%) as of March 2019). • All general books (e.g., trade books, reference books, technical books, etc.) purchased by the Bookstore in the twelve-month period prior to the Agreement start date shall be purchased by ▇▇▇▇▇▇ & NOBLE at invoice cost. All general books purchased by the Bookstore more than twelve months prior to the Agreement start date, and in clean and saleable condition, shall be purchased by ▇▇▇▇▇▇ & ▇▇▇▇▇ at invoice cost. All other general books shall be purchased by ▇▇▇▇▇▇ & NOBLE at a price to be negotiated by CUESTA COLLEGE and ▇▇▇▇▇▇ & ▇▇▇▇▇. • All general merchandise purchased by the Bookstore in the twelve-month period prior to the Agreement start date shall be purchased by ▇▇▇▇▇▇ & NOBLE at invoice cost. All general merchandise purchased by the Bookstore more than twelve months prior to the Agreement start date, and in clean and saleable condition, shall be purchased by ▇▇▇▇▇▇ & ▇▇▇▇▇ at invoice cost. All other general merchandise shall be purchased by ▇▇▇▇▇▇ & NOBLE at a price to be negotiated by CUESTA COLLEGE and ▇▇▇▇▇▇ & ▇▇▇▇▇. General merchandise includes, but is not limited to, art supplies, school and office supplies, computer software, computer peripherals, computer supplies, general merchandise, emblematic merchandise, emblematic clothing, gifts, greeting cards, convenience items, health and beauty aids (HBA’s), graduation merchandise, etc.
Inventory Purchase. The Licensee shall purchase from the Company the items set forth in Appendix A herein for the sum of $200,000. The said sum shall be payable within five days of signing this Agreement.