Common use of Rolling Forecasts and Binding Orders Clause in Contracts

Rolling Forecasts and Binding Orders. In order to permit Seller to regularly supply Buyer with its requirements of Product, Buyer shall on a quarterly basis submit to Seller a good faith estimate of the amount of the Product that Buyer will order from Seller for a twelve month period (each such estimate a “Rolling Forecast”). Buyer shall provide the Rolling Forecast on a quarterly basis, at least forty-five (45) days preceding each Calendar Quarter, with the first Rolling Forecast to be delivered at least forty-five (45) days prior to the commencement of the first Calendar Quarter during the Term. Buyer shall additionally provide Seller no later than thirty (30) days preceding each Calendar Quarter its binding purchase commitment for Product that Buyer identifies as needed from Seller in the next Calendar Quarter (each a “Binding Order”) and for each Binding Order, Buyer shall submit to Seller Purchase Orders, at a minimum, for a cumulative quantity of the Product stated in the Binding Order. In the absence of a Binding Order placed with Seller at thirty (30) days preceding the Calendar Quarter, the first three months quantity of Product included in the Rolling Forecast shall be deemed to be binding upon Buyer. Buyer’s forecasts for the Product for the remaining nine (9) months of each Rolling Forecast shall be estimates only and shall not be binding upon Buyer in any manner. Seller shall not have any binding commitment to supply amounts in excess of those amounts of Product provided in a Binding Order or an accepted Purchase Order. For purpose of this Agreement, “Calendar Quarter” shall mean January 1 to March 31, April 1 to June 30, July 1 to September 30, and October 1 to December 31.