Common use of Supply Relationship Clause in Contracts

Supply Relationship. 10.1 No later than [***], Company shall order from TAEC [***] units of Product (“Agreed Quantity”) at a price of [***], and TAEC shall use its commercially reasonable efforts to deliver such [***] units of Product in accordance with the delivery schedule as follows: Amount (Units) Date to delivery at the principal place of business of Company [***] [***] [***] [***] [***] [***] For the avoidance of doubt, Company acknowledge that failure of TAEC to deliver the Agreed Quantity as specified by this section shall not be deemed a material breach of this Agreement so long as TAEC has used its commercially reasonable efforts to fulfill its obligations hereunder. 10.2 After delivery of the Agreed Quantity, Company shall provide a [***] rolling forecast to TAEC every month. If TAEC believes that TAEC may not be able to timely fulfill such forecast except for the quantity covered by POs (hereinafter defined)„ then the Company and TAEC shall promptly discuss in good faith a delivery schedule of Products that is mutually agreeable to both Parties. TAEC shall use its commercially reasonable efforts to deliver Products to Company within [***] lead time from TAEC’s receipt of purchase order placed by Company for the Products in accordance with the terms and conditions separately agreed upon by the Parties (“PO(s)”), provided, however, that Company and TAEC agree that (a) other than the specific PO terms agreed to in writing by the Parties, the terms of this Agreement shall control over terms included in purchase order or purchase order acknowledgment documentation not specifically agreed to by the parties; and (b) TAEC may adjust the delivery schedule of Products so long as (i) the adjustment will not affect Company’s production schedule solely as determined in good faith by Company and (ii) TAEC provides prompt written notice to Company that such adjustment is necessary for TAEC to optimize its production process. The Parties hereby agree that the purchase price of any Products sold or purchased pursuant to this Section 10.2 shall be $[***] per unit of Product and any deficiency or delay by the Company with respect to the forecast shall not be deemed a material breach of this Agreement. The Parties also agree that the use of Product contemplated by this Agreement shall not be an “unintended use” under any PO or other agreement applicable to the Products. The terms and conditions for the purchase and sale for the quantity of Products exceeding the Agreed Quantity shall be separately agreed between TAEC and Company in writing 10.3 In case TAEC intends to discontinue the manufacture of Product, TAEC shall provide Company with twelve (12) months prior notice which informing Company the last day of the supply of the Product and obtain an approval from Company for the discontinuation. Notwithstanding the foregoing, in case Company does not place PO which orders more than [***] units of Product to TAEC for consecutive twelve (12) month, TAEC may discontinue the supply of Product with written notice.