Common use of Purchase Orders Forecasts Clause in Contracts

Purchase Orders Forecasts. On a quarterly basis, or on a more frequent basis as the parties may mutually agree, Customer will provide Flextronics with updated Purchase Orders and Forecasts for the Products so as to maintain a minimum of rolling [*] months of Forecast coverage at all times, which shall include the following: (a) Purchase Order(s) for Customer’s Product requirements for the applicable quarter in the form of either: (i) individual Purchase Orders covering such period (each, an “Individual Purchase Order”); or (ii) a blanket Purchase Order (each, a “Blanket Purchase Order”) covering such period, which will also be incorporated into the monthly Product requirements set forth in the Forecast, and under which Customer may issue release orders (each, a “Release Order”) from time to time whereby Customer will identify the specific number of Products and delivery dates therein. Except where otherwise specifically identified herein, the term “Purchase Order” refers to, and includes, Individual Purchase Orders, Blanket Purchase Orders, Release Orders and Risk Buys. If during any quarter the Forecast is adjusted such that the accepted Purchase Order(s) do not cover the Product requirements set forth for such quarter in the Forecast, then Customer shall adjust the Purchase Order(s) to cover such amounts. Customer may approve additional purchases of Materials to cover the difference between the Forecast and the accepted Purchase Orders, or for any other approved reasons, in additional written acknowledgements to Flextronics (each, a “Risk Buy”). (b) A rolling forecast (each, a “Forecast”) of Customer’s intended purchases of Products for the subsequent [*] month period. Customer will use reasonable efforts to ensure that each Forecast is accurate; provided, however, the parties acknowledge and agree that each such Forecast is a good faith estimate of Customer’s anticipated Product requirements over the applicable period based on information then available to Customer. Customer’s liability with respect to any Purchase Order and any Forecast shall be as specifically set forth in Sections 4.2, 5.4 and 6.

Purchase Orders Forecasts. On 4.1 All purchases of Antigen and/or Vironostika Assays pursuant to this Agreement shall be effected by OSUR's issuance of its purchase order forms. Each purchase order shall identify the Antigen and/or Vironostika Assays purchased, quantity purchased, delivery date(s) (in accordance with applicable forecasts, unless otherwise agreed), dating, routing instructions, destination and confirmation of price. For accounting convenience, each purchase order may bear a quarterly basisseparate number having no numerical relationship to this Agreement. No term or condition contained in any such purchase order shall alter, amend, modify or on supplement BMX's obligations hereunder unless specifically agreed to in writing by BMX. BMX shall accept facsimile orders. OSUR shall submit orders at least 45 days in advance of the requested delivery date. BMX may, but shall not be required to, accept orders placed less than 45 days before the requested delivery date. 4.2 Provided BMX delivers forecasts of Product purchases in accordance with Section 4.2 of the Distribution Agreement, by the 46th day of each calendar quarter, OSUR shall provide BMX with a more frequent basis as forecast of the parties may mutually agree, Customer will provide Flextronics with updated Purchase Orders amount of Antigen and Forecasts Vironostika Assays that OSUR expects to order for shipment during the Products so as next four calendar quarters. The forecast shall constitute a binding commitment by OSUR to maintain a minimum purchase not less than the quantity of rolling [*] Antigen and Vironostika Assays stated for each of the first three months of Forecast coverage at the forecast; provided that OSUR shall be permitted to change any forecast, including the first three months of a forecast if necessary, in order to reflect any changes in actual yields from the Antigen in manufacturing Products or any changes in Product forecasts provided by BMX under the Distribution Agreement. BMX shall use its best efforts to meet all times, which shall include delivery dates for Antigen and Vironostika Assays up to the following: (a) Purchase Order(s) for Customer’s Product requirements for amounts specified in the applicable quarter in the form of either: (i) individual Purchase Orders covering such period (each, an “Individual Purchase Order”); or (ii) a blanket Purchase Order (each, a “Blanket Purchase Order”) covering such period, which will also be incorporated into the monthly Product requirements set forth in the Forecast, forecast and under which Customer may issue release orders (each, a “Release Order”) from time to time whereby Customer will identify the specific number of Products and delivery dates therein. Except where otherwise specifically identified herein, the term “Purchase Order” refers to, and includes, Individual Purchase Orders, Blanket Purchase Orders, Release Orders and Risk Buys. If during any quarter the Forecast is adjusted such that the accepted Purchase Order(s) do not cover the Product requirements set forth for such quarter in the Forecast, then Customer shall adjust the Purchase Order(s) to cover such amounts. Customer may approve additional purchases of Materials to cover the difference between the Forecast and the accepted Purchase Orders, or for any other approved reasons, in additional written acknowledgements to Flextronics (each, a “Risk Buy”). (b) A rolling forecast (each, a “Forecast”) of Customer’s intended purchases of Products for the subsequent [*] month period. Customer will use commercially reasonable efforts to ensure that each Forecast meet requested delivery dates for Antigen and Vironostika Assays ordered by OSUR in excess of such quantities. Notwithstanding the foregoing, and subject to Article 2 of this Agreement, BMX may at its option and without being in breach of this Agreement decline to accept an order, or if accepted, revoke the acceptance of an order, in total or in part, which exceeds the amount of Antigen which is accurate; providedreasonably required by OSUR to produce the amount of Products which BMX has made a firm commitment to purchase under the Distribution Agreement. Upon request, however, OSUR will provide reasonable documentation to show the parties acknowledge and agree that each amount of Antigen required to produce such Forecast is a good faith estimate of Customer’s anticipated Product requirements over the applicable period based on information then available to Customer. Customer’s liability with respect to any Purchase Order and any Forecast shall be as specifically set forth in Sections 4.2, 5.4 and 6Products.

Purchase Orders Forecasts. On a quarterly basis, or on a more frequent basis as the parties may mutually agree, Customer will provide Flextronics with updated Purchase Orders a. HSA agrees to sell and Forecasts for Buyer agrees to purchase the Products so listed on the attached Schedule A. The purchase of Products pursuant to this Agreement shall be accomplished by means of blanket purchase orders, individual purchase orders and/or other release documents issued by Buyer and accepted or otherwise acknowledged by HSA (hereinafter sometimes individually or collectively referred to as to maintain "purchase order(s)"). At a minimum of rolling [*] months of Forecast coverage at all timesminimum, which each purchase order shall include the following:: purchase order number; Buyer part number; HSA part number; current unit price; quantity of each Product covered by such purchase order; Buyer ship-to address; and Buyer ▇▇▇▇-to address. b. Buyer shall deliver a blanket purchase order to HSA via electronic data interchange (a"EDI") Purchase Order(swithin ten (10) for Customer’s Product requirements for days after execution of this Agreement and, thereafter, no later than the applicable first day of every calendar quarter during the term of this Agreement. In addition to the information required to be included in every purchase order (as described in Subsection 2(a) above), each blanket purchase order shall also include the form start date and expiration date thereof. Buyer shall not have the right to make changes to the first four (4) weeks of either: any blanket purchase order without HSA's prior written consent. On any particular date during the effective period of a blanket purchase order, the quantities covering the next thirty (30) days of such blanket purchase order shall be firm and noncancellable. c. Upon execution of this Agreement and, thereafter, on or before Monday of every week during the term of this Agreement, Buyer will provide to HSA via EDI a forecast of the quantities of Products anticipated to be purchased from HSA by Buyer each week over the next twenty-six (26) weeks. In addition to the information required to be included in every purchase order (as described in Subsection 2(a) above), each forecast shall also include the forecasted quantity (i) individual Purchase Orders covering such period (each, an “Individual Purchase Order”); or on a weekly basis for weeks 0 - 12 and (ii) on a blanket Purchase Order monthly basis thereafter; and total forecasted quantity for the entire period of the forecast. The first four (each, a “Blanket Purchase Order”4) covering weeks of each forecast shall be consistent in all respects with the prior forecast for such period, which weeks. Buyer will also be incorporated into continually improve the monthly Product requirements set forth in the Forecast, accuracy and under which Customer may issue release orders (each, a “Release Order”) from time to time whereby Customer will identify the specific number reliability of Products and delivery dates therein. Except where otherwise specifically identified herein, the term “Purchase Order” refers to, and includes, Individual Purchase Orders, Blanket Purchase Orders, Release Orders and Risk Buysits forecast. If during any quarter the Forecast is adjusted such that the accepted Purchase Order(s) do Buyer does not cover the Product requirements set forth for such quarter in the Forecasthave a current blanket purchase order on file with HSA, then Customer Buyer shall adjust the Purchase Order(s) be deemed to cover such amounts. Customer may approve additional purchases of Materials to cover the difference between the Forecast and the accepted Purchase Orders, or for any other approved reasons, in additional written acknowledgements to Flextronics (each, a “Risk Buy”). (b) A rolling forecast (each, a “Forecast”) of Customer’s intended purchases of Products have placed an order for the subsequent [*] month period. Customer will use reasonable efforts to ensure quantities that each Forecast is accurate; provided, however, Buyer forecasts for consumption during the parties acknowledge first thirty (30) days of the most current forecast and agree that each such Forecast is a good faith estimate of Customer’s anticipated Product requirements over the applicable period based on information then available to Customer. Customer’s liability with respect to any Purchase Order and any Forecast quantities shall be as specifically set forth in Sections 4.2, 5.4 firm and 6noncancellable.