Common use of Minimum Purchase Clause in Contracts

Minimum Purchase. (a) Buyer shall have the obligation to purchase ninety percent (90%) of the product set forth in the Special Provisions (the “Minimum Volume”), which product shall be purchased on a pro rata basis unless expressly set forth otherwise in the Special Provisions. If Buyer fails to purchase the Minimum Volume for two (2) consecutive months or for a total of three (3) months out of any 12-month period, Seller shall have the right, but not the obligation, to terminate the Agreement between Seller and Buyer. (b) If Seller does not exercise its right to terminate the Agreement as aforesaid, Seller shall have the right, but not the obligation, to unilaterally amend the Special Provisions between Seller and Buyer to reflect a reduction in the volume of Product that Seller is required to deliver to Buyer. (c) If Seller terminates the Agreement pursuant to Section 22(a) above, nothing in this Section 22 shall limit Seller’s entitlement to direct damages from Buyer on all volume still outstanding under the Agreement at the time of termination or Seller’s ability to charge an underlifting penalty as set forth in the Special Provisions. (d) This Section 22 shall not apply to Rack Sales.