Ordering Products. Purchaser shall place firm orders for Product(s) using its standard purchase orders, setting forth the quantity, subject to the applicable Minimum Order Quantity, and type of Product required (each a “Purchase Order”). In the event of any conflict between the provisions of this Agreement and any Purchase Order, the provisions of this Agreement shall control. Supplier is obliged to accept the Purchase Orders placed by Purchaser pursuant to Section 4.3 and this Section 4.4, provided that if the quantity of the Product ordered pursuant to a Purchase Order exceeds [***] of the applicable monthly forecast for each Product listed in the Purchase Order submitted by Purchaser for the month in question (an “Over-Order”), Supplier shall use reasonable efforts to supply the excess quantity, provided, however, Supplier shall not be in breach of this Agreement for the inability of Supplier to supply such excess quantities of the Product. The foregoing provision relating to Over-Orders shall not apply to the launch of any new Product or Product line. Instead, prior to the launch of any new Product or Product line, the Parties shall work together in good faith to try to predict the expected demand, to have manufacturing capacity available due to the uncertainties in doing so, and to allocate resources to reasonably accommodate unexpected demand, subject to a mutually agreed Over-Order percentage for each new Product. Supplier will send an order confirmation to Purchaser no later than three (3) business days after receipt of the Purchase Order from Purchaser. If Purchaser returns a confirmation within the foregoing period, the Purchase Order shall be considered a “Confirmed Purchase Order”. If the Purchaser does not return a confirmation within the foregoing period, the Purchase Order (to the extent it is within [***] of the applicable monthly forecast for each Product listed in the Purchase Order) shall be deemed to be a Confirmed Purchase Order. The Purchase Order confirmation shall be sent to the contact of Purchaser specified in Article XVIII or as otherwise notified to Supplier by Purchaser in writing. All Purchase Orders shall be sent by (a) an electronic data interface set up by the Parties (“EDI”), or (b) if the EDI is not functioning, then by email to Supplier to the contact of Supplier specified in Article XVIII or such other email address designated by Supplier in writing to Purchaser. ARTICLE V
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Sources: Supply Agreement
Ordering Products. Purchaser shall place firm orders for Product(s) using its standard purchase orders, setting forth the quantity, subject to the applicable Minimum Order Quantity, and type of Product required (each a “Purchase Order”). In the event of any conflict between the provisions of this Agreement and any Purchase Order, the provisions of this Agreement shall control. Supplier is obliged to accept the Purchase Orders placed by Purchaser pursuant to Section 4.3 and this Section 4.4, provided that if the quantity of the Product ordered pursuant to a Purchase Order exceeds [***] of the applicable monthly forecast for each Product listed in the Purchase Order submitted by Purchaser for the month in question (an “Over-Order”), Supplier shall use reasonable efforts to supply the excess quantity, provided, however, Supplier shall not be in breach of this Agreement for the inability of Supplier to supply such excess quantities of the Product. The foregoing provision relating to Over-Orders shall not apply to the launch of any new Product or Product line. Instead, prior to the launch of any new Product or Product line, the Parties shall work together in good faith to try to predict the expected demand, to have manufacturing capacity available due to the uncertainties in doing so, and to allocate resources to reasonably accommodate unexpected demand, subject to a mutually agreed Over-Order percentage for each new Product. Supplier will send an order confirmation to Purchaser no later than three (3) business days after receipt of the Purchase Order from Purchaser. If Purchaser returns a confirmation within the foregoing period, the Purchase Order shall be considered a “Confirmed Purchase Order”. If the Purchaser does not return a confirmation within the foregoing period, the Purchase Order (to the extent it is within [***] of the applicable monthly forecast for each Product listed in the Purchase Order) shall be deemed to be a Confirmed Purchase Order. The Purchase Order confirmation shall be sent to the contact of Purchaser specified in Article XVIII or as otherwise notified to Supplier by Purchaser in writing. All Purchase Orders shall be sent by (a) an electronic data interface set up by the Parties (“EDI”), or (b) if the EDI is not functioning, then by email to Supplier to the contact of Supplier specified in Article XVIII or such other email address designated by Supplier in writing to Purchaser. ARTICLE V.
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