Minimum Purchase Commitments Clause Samples
A minimum purchase commitments clause requires one party, typically the buyer, to purchase a specified minimum quantity of goods or services from the seller within a defined period. This clause often outlines the exact volume or value that must be bought, and may include provisions for penalties or remedies if the minimum is not met. Its core function is to provide the seller with a predictable level of sales and revenue, reducing the risk of underperformance by the buyer and ensuring stability in the commercial relationship.
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Minimum Purchase Commitments. (a) Within thirty (30) days following the Effective Date, MDT shall issue to the Company a purchase order (the “Initial Order”) for the period from the Effective Date until March 31, 2006 (the “Initial Period”), providing for MDT to purchase pursuant to such purchase order during the Initial Period no fewer than [*] of the Company’s Slide-On™ EndoSheath® System for the CST-2000, [*] with the Company’s catalog No. 08-2101(hereinafter, the “Basic Cysto Sheath”) and no fewer than [*] of the Company’s flexible Cystoscope (catalog No. 08-2201) (the “CST-2000”) at the prices set forth on Annex A (the “Initial Quota”). References in this Section 5.1 to “individual units” of a Product refer to a single unit of such Product and do not refer to a single package that may contain one or more single units that are packaged and sold together under one catalog number. MDT shall be obligated to purchase the Products during the Initial Period according to the delivery schedule set forth on Annex C. The minimum purchase requirements of this Section 5.1 shall only apply to and be satisfied by sales of Products for use and sale within the United States, and shall not apply to or be satisfied by sales of Products for use and sales in Canada.
(b) If MDT fails to purchase, during each successive 12-month period following the Initial Period (each such period, a “Quota Period”), the minimum dollar amounts of Products (the “Quota”), at the prices set forth on Annex A, which minimum dollar amounts shall be negotiated in good faith between the Parties hereto ninety (90) days prior to the expiration of the Initial Period or any successive Quota Period, as applicable, then the Company shall have the right and option, in its sole discretion, to (x) terminate the exclusivity of this Agreement upon written notice to MDT or (y) terminate this Agreement upon written notice to MDT. Upon the taking of any such action by the Company, MDT shall be released of any future Quota obligations. If the Parties are unable to agree on the Quota for any Quota Period at least forty five (45) days prior to the scheduled start of such Quota Period, then the Quota for such Quota Period shall be:
(i) For the first Quota Period following the Initial Period, [*] of the greater of the Initial Quota or MDT’s Product sales during the Initial Period; and
(ii) For the second Quota Period following the Initial Period, [*] of the greater of the Quota for or MDT’s Product sales during the first Quota Period following t...
Minimum Purchase Commitments. In consideration of the rights granted to it under this Agreement, CDS guarantees that it will use its best commercial efforts to promote and support (including making all reasonable investments in facilities, personnel, equipment and materials) all listed Products and meet the minimum purchases of Products in the quantities (the "Minimum Commitments") and for the time periods (the "Performance Period") set forth in Exhibit B hereto. Exhibit B will be amended from time to time in the case (as contemplated in Section 1.14) of the addition or deletion of Products to Exhibit A and/or the extension of the initial Term of this Agreement by mutual agreement. In determining whether CDS has satisfied the Minimum Purchase Commitment for any given Performance Period, each such Performance Period shall be treated on a separate basis. Any purchases which exceed the minimum Purchase Commitment in any Performance Period may not be applied to offset any deficiencies in the Minimum Purchase Commitment for the prior or subsequent Performance Period, as applicable. Only those purchase orders placed by CDS with GEN-PROBE during any given Performance Period and for which delivery and payment therefor has been made within such Performance Period shall be used to determine whether the Minimum Purchase Commitment has been met. In the event that such purchase order during each Performance Period does not reach the Minimum Purchase Commitment, CDS shall pay to GEN-PROBE sixty percent (60%) of the difference between the actual purchase amount and the Minimum Purchase Commitment.
Minimum Purchase Commitments. Distributor agrees to purchase at least 250,000 Units of Product under this Agreement during each Contract Year. To the extent Distributor purchases more than 250,000 Units in any Contract Year, such excess shall not be counted towards meeting Distributor's minimum purchase commitment in any subsequent Contract Year.
Minimum Purchase Commitments. Elysium Health shall order and pay for at least the minimum quantities of Niagen for each of the periods specified below.
Minimum Purchase Commitments. If the Exclusivity Period is extended beyond the initial period specified in Section 1.24, LumiraDx may require that this Agreement be amended to include [***]. If the parties fail to agree upon such terms prior such date, then at any time thereafter, either party may require that such terms be finally determined by Special Arbitration pursuant to Section 11.4.
Minimum Purchase Commitments. Distributor agrees to purchase at least 250,000 Units of Product under this Agreement during each Contract Year. To the extent Distributor purchases more than 250,000 Units in any Contract Year, such excess shall not be counted towards meeting Distributor’s minimum purchase commitment in any subsequent Contract Year.
Minimum Purchase Commitments. Following the date of the availability of the initial commercial production lot of Kits, Sherwood shall purchase from InnerDyne the minimum CONFIDENTIAL TREATMENT REQUESTED 7 quantity of Kits during each of the [* * * * * *] as set forth in Exhibit C attached hereto. [* *] prior to the expiration of the [* * * *] and [* * *] prior to the expiration of each subsequent [* * * *] (a "Subsequent Purchase Period") during the term of this Agreement, Sherwood and InnerDyne [* * * * * * *]. The parties hereby agree that [* * * * * * * * * *]. In the event that InnerDyne does not receive [* * * * * *], the minimum quantity of Kits to be purchased by Sherwood during such Subsequent Purchase Period shall be deemed to be [* * *].
Minimum Purchase Commitments. Clauses 9.13.2(a) and (b) of the Exclusive Distribution Agreement are deleted in their entirety and shall be replaced by the following new Clauses 9.13.2(a), (b), (c), (d), (e) and (f):
(a) As from the [*] Contract Year, the Distributor shall purchase Products from the Supplier and compensate the Supplier for a total minimum value set out below (the Subsequent Minimum Purchase Commitment). The Subsequent Minimum Purchase Commitment for each Contract Year shall consist of (i) a minimum value of Products actually to be purchased by the Distributor set out below and under Clause 9.13.2(b) (the Take Portion); and (ii) an additional amount to be paid by the Purchaser to the Supplier set out below and under Clause 9.13.2(b) (the Pay Portion).
(b) For the [*] Contract Year, the Take Portion is equal to [*] less the Purchase Price value of the Buffer Stock as at December 31, 2028. The Pay Portion for the [*] Contract Year is equal to [*] less the Take Portion of the [*] Contract Year as calculated pursuant to this Clause 9.13.2(b).
(c) In each Contract Year, the Distributor shall purchase delivered and invoiced Products of a total value corresponding to the Take Portion for that year.
(d) In each Contract Year, once the Take Portion for the applicable Contract Year has been satisfied (and with respect to the [*] Contract Year, the [*] Excess Buffer Stock has been exhausted), then any subsequent purchases of Product will be credited against the Pay Portion for that Contract Year.
(e) Within thirty (30) days after the end of each Contract Year, the Distributor shall pay to the Supplier any remaining amounts due under the Pay Portion for that Contract Year. The following conditions shall apply:
(i) For the [*] to [*] Contract Year, if the Purchase Price value of the Buffer Stock is equal or above [*] in breach of Clause 9.8(b) or (c), the Distributor is not entitled to receive any Product in exchange of the payment of the Pay Portion for that Contract Year until the Purchase Price value of the Buffer Stock falls below [*] of the Take Portion for the applicable Contract Year, and the Distributor is entitled to receive, in its discretion, an amount of Product for a Purchase Price value of up to the lower of (i) the total value of the Pay Portion for the applicable Contract Year or (ii) a total value of Product raising the Purchase Price value of its Buffer Stock to [*] of the Take Portion for the applicable Contract Year.
(ii) For the [*] Contract Year, if during the p...
Minimum Purchase Commitments. 9.1 Subject to this Section 9, Distributor shall purchase under this Agreement, during Manufacturer’s fiscal year ending June 29, 2003 (“FY03”), LED Products having an aggregate purchase price of at least $23,000,000 (US), of which not less than (a) $[***] (US) will be purchased in the fiscal quarter of Manufacturer ending September 29, 2002, (b) $[***] (US) will be purchased in the fiscal quarter of Manufacturer ending December 29, 2002, (c) $[***] (US) will be purchased in the fiscal quarter of Manufacturer ending March 30, 2003, and (d) $[***] (US) will be purchased in the fiscal quarter of Manufacturer ending June 29, 2003. Products purchased using credit memoranda issued under Sections 8.3 and 8.4 shall not be included for purposes of this Section 9.1. [***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission.
9.2 Beginning no later than the end of January of each year of the Term of this Agreement, the parties will discuss in good faith and seek to mutually agree upon a minimum purchase commitment for Products for the twelve months (12) of the Term of this Agreement beginning in July of that same year. If the parties have not agreed in writing on the minimum purchase commitment by [***] of such year, this Agreement will terminate on the next anniversary of the Effective Date notwithstanding the provisions in Sections 2.1 and 2.2 hereof.
Minimum Purchase Commitments. On the three (3) year anniversary of the Agreement, Distributor and Evolucia will mutually agree on a minimum number of Products that Distributor or Evolucia Distribution is required to purchase.