Minimum Purchase Requirements Clause Samples
POPULAR SAMPLE Copied 765 times
Minimum Purchase Requirements. Distributor shall make the minimum annual purchase of Products established in Exhibit B, unless the Agreement has become coexclusive. In the period within the fixed term and extension, if applicable, of the Agreement under Section 10(a) subsequent to [ * ], the parties shall meet in San Francisco at least [ * ] prior to the beginning of each of respective year to discuss market conditions and appropriate minimum purchases for such year. In the event that the parties fail to agree on an appropriate minimum any year subsequent to [ * ], the minimum annual purchase requirement for such year shall be calculated increasing or decreasing (as the case may be) the minimum purchase requirement for the preceding year in proportion to the increase or decrease in the [ * ] (based on data from mutually acceptable data provider) of the applicable product in the Territory. In the event Supplier is unable to deliver Products ordered by Distributor in an amount consistent with the most recent forecast, then the minimum annual purchase requirement shall be reduced by the quantity of Products that Supplier is unable to deliver when requested. In the event Distributor fails in any year (a “Shortfall Year”) to make the annual minimum purchase of Agreement Products required by Exhibit B, Supplier shall have the right to give Distributor written notice of default, and if such failure to make the minimum purchase is not cured (through the purchase of an amount of Agreement Product equal to the entire shortfall in the Shortfall Year, which amount shall not be counted towards any minimum purchase requirements for the year of purchase) within [ * ] of receipt of the notice, then Supplier shall have the right, in Supplier’s sole discretion and as Supplier’s sole remedy for Distributor’s failure to meet the minimum purchase requirements hereunder, either to convert the appointment of Distributor from exclusive to non-exclusive or to terminate this Agreement. In the event of either conversion to non-exclusive or termination of this Agreement pursuant to this Section 3(e), the Supplier shall pay Distributor a conversion fee equal to [ * ], and Distributor shall transfer all Regulatory Approvals relating to BMS or DES in the Territory to Supplier.
Minimum Purchase Requirements. Buyer hereby acknowledges and agrees that the prices set forth in this contract are contingent upon Buyer's agreement to purchase the total quantities set forth in the Buyer's request for quote/proposal. If Buyer fails to purchase at least 90% of the quantities of goods contained in its request for quote/proposal, Buyer agrees that the pricing on the goods delivered to Buyer shall be adjusted retroactively to reflect the impact of lower volume on material pricing, labor efficiencies and other costs and expenses of Seller. Buyer hereby agrees to pay Seller such additional sums within 30 days of the date of Seller's invoice for payment.
Minimum Purchase Requirements. (a) During the first five years, commencing with the first full calendar quarter after the First Commercial Sale of Product in the United States with FDA approval of an indication for anxiety (the "Five-Year Period"), regardless of the actual Purchase Price in effect from time to time in accordance with Section 5.3, and subject to the provisions of Sections 5.8(c) or (d) or absent reasonable cause for delay, as determined by the Joint Development Committee, BMS shall effect and pay for minimum aggregate worldwide purchases of Finished Product in the U.S. dollar amounts set forth on ANNEX F attached hereto (the "Minimum Purchase Requirement").
(b) It is expressly understood and agreed that if, upon the expiration of any of the periods set forth on ANNEX F. BMS shall not have taken delivery of Finished Products and effected payment for purchase thereof in the aggregate amounts indicated for such periods, Sano shall immediately establish an invoice for the difference, which amount shall be paid by BMS within 30 days thereafter. Payment by BMS of such amount shall be considered in compliance with the Minimum Purchase Requirement for the immediately preceding applicable period, notwithstanding failure by BMS to order corresponding quantities of Finished Products for delivery during such period, and shall give rise to a credit against future purchases, but such credit shall be applicable only if and when purchases of Finished Products during the current period, and payments therefor, shall exceed, when cumulated with the minimum amounts for the preceding period, the aggregate minimum for the then current period. In such case such credit, to the extent not previously used, shall first be applicable, until used in full, to such additional orders during such period or carried forward as a credit, in the same manner and to be used in the same conditions, for the next applicable period, provided that no credit following final payment shall be carried forward beyond the expiration of the Five-Year Period.
(c) Notwithstanding the foregoing, if at any time and from time to time Sano cannot supply all Finished Product ordered by BMS pursuant to this Agreement for any reason, including but not limited to any force majeure event described in Section 12, other than failure by BMS to provide the Bulk Materials necessary to formulate such Finished Product, BMS shall be relieved of its minimum purchase obligation with respect to that amount of the aggregate Purchase Price that...
Minimum Purchase Requirements. A. Minimum Purchase Requirements as Exclusive Manufacturer (New Doors) - : The number of Units of SmartGate Products which Rytec must purchase as original equipment for newly manufactured high speed industrial doors in order to retain the right to be the Exclusive Manufacturer pursuant to subparagraph 02.1(i) which can purchase SmartGate Products for original equipment in new high speed industrial doors is: Minimum Purchase Requirements as Exclusive Manufacturer <TABLE> <CAPTION> MINIMUM PURCHASE REQUIREMENTS CONTRACT PERIOD AS MANUFACTURER (NEW DOORS) <S> <C> 0 - March 30, 2003 0 Units April 1, 2003 to end of Year 1 650 Units/90-day period Year 2 of Agreement 750 Units/90-day period Year 3 of Agreement 850 Units/90-day period Year 4 of Agreement 950 Units/90-day period Year 5 of Agreement 1,050 Units/90-day period </TABLE> <PAGE> 3 The proportionate minimum purchase requirements shall be waived for: (i) any period during which SmartGate fails to fulfill Rytec purchase orders with regard to the stated minimum pursuant to Schedule 03.1; and (ii) any period during which SmartGate is unable to deliver SmartGate products which perform the intended function in a commercial manner. Should Rytec fail to satisfy the Minimum Purchase Requirements as Exclusive Manufacturer under this subsection A, this Agreement shall remain effective and binding and Rytec shall become a non-exclusive manufacturer entitled to purchase SmartGate Products and SmartGate shall be entitled to sell its Products to other manufacturers for the integration into high speed industrial doors within the Territory. In such event, Rytec shall continue to be the Exclusive Distributor of SmartGate Products for retrofit on installed high speed industrial doors pursuant to subsection 02.1(ii). B. Exclusive Distributor Requirements (Retrofit) - Rytec shall have the right to be the Exclusive Distributor of SmartGate Products pursuant to subparagraph 02.1(ii) for retrofit sales for a period of one year from the full execution of this Agreement, provided Rytec meets the following criteria: (i) within six months of the date of this Agreement, Rytec demonstrates a pre-production prototype for retrofit on at least one door ("Model") manufactured by at least two of Rytec's largest competitors; and (ii) at tradeshows determined by Rytec and at the National Manufacturing Week show in March 2003 ("NMW") Rytec will show and demonstrate its retrofit capabilities and will be prepared to take orders for the product;...
Minimum Purchase Requirements. The Purchase Obligations set forth on Exhibit C are hereby modified so that Licensee's minimum purchase requirement shall be [*]. In addition, the following sentence is hereby added after the last sentence on Exhibit C: "Grantor shall have no right to enforce, and no action shall accrue in respect of, Licensee's Purchase Obligations until this Agreement shall have been in force for more than one year." [*] Information omitted and filed separately with the SEC pursuant to request for confidential treatment under Rule 406 under the Securities Act of 1933, as amended.
Minimum Purchase Requirements. The Purchase Obligations set forth on Exhibit C are hereby modified so that Licensee's minimum purchase requirement shall be $125,000 for the 1/st/ Year, rather than $50,000 and $75,000 for the 1/st/ 6 months and the 2/nd/ 6 months, respectively. In addition, the following sentence is hereby added after the last sentence on Exhibit C: "Grantor shall have no right to enforce, and no action shall accrue in respect of, Licensee's Purchase Obligations until this Agreement shall have been in force for more than one year."
Minimum Purchase Requirements. Buyer hereby acknowledges and agrees that the prices set forth in this contract are contingent upon ▇▇▇▇▇'s agreement to purchase the total quantities set forth in the Buyer's request for quote/proposal. If Buyer fails to purchase at 80% of the quantities of goods contained in its request for quote/proposal, ▇▇▇▇▇ agrees that the pricing on the goods delivered to Buyer shall be adjusted retroactively to reflect the impact of lower volume on material pricing, labor efficiencies and other cost and expenses of Seller. ▇▇▇▇▇ hereby agrees to pay Seller such additional sums NET 30 following ▇▇▇▇▇’s receipt of Seller’s invoice. The parties will negotiate in good faith the price, quantity and delivery terms for service parts taking into account the availability and costs of necessary materials, supplies, labor and other costs for equipment, set up, packaging and similar factors. ▇▇▇▇▇ also agrees to purchasing commitments of 6 weeks firm finished goods inventory and 8 weeks fab authorization. In the event of program cancellation, drastic shifts in volume or other volume related fluctuation not directly affected by Seller, ▇▇▇▇▇ agrees to purchase this committed inventory.
Minimum Purchase Requirements. (a) NK shall purchase a sufficient amount of Products from Aspect so as to meet or exceed both the minimum purchase requirement for monitors set forth in Section 6(a)(i) below and the minimum purchase requirement for sensors set forth in Section 6(a)(ii) below.
Minimum Purchase Requirements. Subject to the terms of Exhibit F hereof, Tellabs agrees to purchase and shall submit Orders to meet the minimum Product purchase requirements for each quarter following the Effective Date, as reflected in Exhibit C to this Agreement, subject to Section 3.5 below.
Minimum Purchase Requirements. (a) Within [***] of Equateq’s supply of API meeting the requirements of this Agreement in accordance with Section 3.2 and, provided [***], Amarin agrees to purchase from Equateq, and Equateq agrees to supply to Amarin, [***] of API (the “Initial Minimum Purchase Requirement”).
(b) Within [***] of Equateq’s completion of the shipment of the Initial Minimum Purchase Requirement, Amarin agrees to purchase from Equateq, and Equateq agrees to supply to Amarin, [***] of API (the “Second Minimum Purchase Requirement”).
(c) Within [***] of Equateq’s completion of the shipment of the Second Minimum Purchase Requirement, Amarin agrees to purchase from Equateq, and Equateq agrees to supply to Amarin, [***] of API (the “Third Minimum Purchase Requirement”).
(d) Within [***] of Equateq’s completion of the shipment of the Third Minimum Purchase Requirement, Amarin agrees to purchase from Equateq, and Equateq agrees to supply to Amarin, [***] of API (the “Fourth Minimum Purchase Requirement,” and, together with the Initial Minimum Purchase Requirement, Second Minimum Purchase Requirement, and Third Minimum Purchase Requirement, the “Minimum Purchase Requirements”).
(e) The Minimum Purchase Requirements shall be ordered [***] over the period of the relevant [***] and in accordance with the forecasts provided pursuant to Section 3.4.
(f) For the avoidance of doubt, the Minimum Purchase Requirement shall be Amarin’s sole purchase requirement under this Agreement, save to the extent that Amarin agrees to make further purchases through the [***] Forecasts under Section 3.4 or otherwise by agreement with Equateq.
(g) If Equateq ships Nonconforming API intended to be incorporated into Product for commercial sale pursuant to [***] Purchase Orders in any [***] period, but for the avoidance of doubt excluding any API supplied pursuant to Section 3.2 or Section 4.1(e), Amarin shall be relieved of purchasing the Minimum Purchase Requirement applicable to such time period.