Common use of Order Forecasts Clause in Contracts

Order Forecasts. 5.2.1. RevitaLid shall deliver to Nephron at least sixty (60) days prior to the month in which the first commercial sale of the Product (the “Initial Month”) is projected to occur, (i) RevitaLid’s rolling forecast (the “Order Forecast”) for the twelve (12) month period commencing with the first calendar day of the Initial Month, and (ii) with respect to RevitaLid’s first Purchase Order of the Product, a written Purchase Order and requested delivery dates for the initial sixty (60) day period commencing with the Initial Month. Thereafter, RevitaLid shall deliver to Nephron prior to the end of each calendar month, an updated Order Forecast for the Product for the next succeeding twelve (12) months period (the “Monthly Forecast”). The Monthly Forecast shall be updated by the 10th day of the month on a twelve (12) month rolling basis. 5.2.2. If Nephron is unable to accept (i) the quantities staled for any new month in the Monthly Forecast, or (ii) quantities in excess of previously forecasted quantities (collectively, the quantities in (i) and (ii) referred to as “Additional Quantities’’), then Nephron shall notify RevitaLid in writing within five (5) calendar days after receipt of the Monthly Forecast; otherwise such Additional Quantities shall be deemed to have been approved and accepted by Nephron. The Parties shall negotiate in good faith to resolve any issues with respect to Additional Quantities which Nephron is unable to accept for any month(s) stated in the Monthly Forecast, based on Nephron’s available capacity. 5.2.3. In the event that RevitaLid becomes aware that its actual requirements will differ from any Order Forecasts delivered to Nephron, RevitaLid will inform Nephron of these changed requirements as promptly as possible.