Volume Forecasts. During the Steady State Period, Customer will provide Provider with rolling ninety (90) day volume forecasts at least sixty (60) days in advance of each month, starting with the first full month after the SS Commencement Date (the “Volume Forecasts”); provided, however, that the initial two (2) Volume Forecasts shall not be subject to the foregoing 60-day advance provision requirement. The Volume Forecasts shall be binding on Customer forty-five (45) days after Customer provides the Volume Forecast to Provider. Each Volume Forecast shall be signed by the Customer Account Manager and acknowledged in writing by the Provider Account Manager. If the actual volume of transactions during a particular month does not deviate more than * from the binding Volume Forecast for that month (the “Acceptance Forecast Variance”), Customer will pay Provider for the actual volume of transactions processed during such month, subject to any applicable SLA Credits or SLA Bonuses. If the actual volume of transactions is less than the binding Volume Forecast for that month by more than *, then, in addition to paying for the actual volume of transactions, Customer shall pay Provider for the number of transactions that fall below the Acceptable Forecast Variance (the “Shortfall Transactions”) for that month such that, when such Shortfall Transactions are added to the actual volume for the month, the sum shall be equal to * of the applicable binding Volume Forecast. If the actual volume of transactions are greater than the Volume Forecast by more than *, Customer shall pay Provider for the actual volume processed, subject to any applicable SLA Credits or Bonuses, provided that Provider shall not be responsible for maintaining service levels agreed upon in the relevant SOW (or liable for SLA Credits thereon) for the volume of transactions that exceed the Acceptable Forecast Variance (the “Surplus Transactions”). Notwithstanding the foregoing sentence relating to Surplus Transactions, to the extent applicable, a SOW may also specify the maximum volume of transactions that Provider can process in one day. (a) For example, if the binding Volume Forecast for the month of March is * transactions: (i) If the actual volume of transactions processed for March is * transactions, Customer shall pay Provider for such * transactions as well as an additional * transactions because such * transactions represent the number of Shortfall Transactions for such month. (ii) If the actual volume of transactions processed for March is * transactions, Customer shall pay Provider for * transactions and Provider will not be responsible for maintaining the service levels agreed upon in the relevant SOW (or liable for SLA Credits thereon) for * transactions because such * transactions represent the number of Surplus Transactions for such month. (iii) If the actual volume of transactions processed for March is * transactions, Customer shall pay Provider for * transactions because the actual volume is within the Acceptable Forecast Variance.
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Volume Forecasts. During Customer shall provide to Supplier, within the Steady State Period, Customer will provide Provider with rolling ninety (90) day volume forecasts at least sixty (60) days in advance first [***]8 of each the month, starting with in an agreed format, a rolling forecast of the first full month after quantity of the SS Commencement Date Products it requires, by [***], for the following [***] and the approximate dates on which it will require the Products to be supplied (the “Volume ForecastsForecast”); provided, however, that the initial two (2) Volume Forecasts shall not be subject to the foregoing 60-day advance provision requirement. The Volume Forecasts shall be binding on Customer forty-five (45) days after Customer provides the Volume Forecast to Provider. Each Volume Forecast shall be signed by the Customer Account Manager and acknowledged in writing by the Provider Account Manager. If the actual volume of transactions during a particular month does not deviate more than * from the binding Volume Forecast for that month (the “Acceptance Forecast Variance”), Customer will pay Provider for the actual volume of transactions processed during such month, subject to any applicable SLA Credits or SLA Bonuses. If the actual volume of transactions is less than the binding Volume Forecast for that month by more than *, then, in addition to paying for the actual volume of transactions, Customer shall pay Provider for the number of transactions that fall below the Acceptable Forecast Variance (the “Shortfall Transactions”) for that month such that, when such Shortfall Transactions are added to the actual volume for the month, the sum shall be equal to * of the applicable binding Volume Forecast. If the actual volume of transactions are greater than the Volume Forecast by more than *, Customer shall pay Provider for the actual volume processed, subject to any applicable SLA Credits or Bonuses, provided that Provider shall not be responsible for maintaining service levels agreed upon in the relevant SOW (or liable for SLA Credits thereon) for the volume of transactions that exceed the Acceptable Forecast Variance (the “Surplus Transactions”). Notwithstanding the foregoing sentence relating to Surplus Transactions, to the extent applicable, a SOW may also specify the maximum volume of transactions that Provider can process in one day.
(a) For example, if the binding The Volume Forecast will only be binding in respect of those components that require more than [***] to be delivered at the manufacturing facility, as certified by Supplier on a [***] basis (the “Long Lead Time Components”);
(b) Supplier shall not allocate any Long Lead Time Components to any customer other than Customer until Customer places the relevant Purchase Order;
(c) In the event Customer places a Purchase Order that is below the Volume Forecast, Customer will be liable for the month Long Lead Time Components applicable to such Purchase Order; provided that Supplier takes all commercially reasonable steps to mitigate the effects of March is * transactions:
such long lead times, including, without limitation (i) If using the actual volume components that were purchased by Supplier for, but are no longer required by, Customer, in products for other customers of transactions processed for March is * transactions, Customer shall pay Provider for such * transactions as well as an additional * transactions because such * transactions represent the number of Shortfall Transactions for such month.
Supplier; (ii) If reselling the actual volume of transactions processed for March is * transactions, Customer shall pay Provider for * transactions Long Lead Time Components to its own suppliers and Provider will not be responsible for maintaining the service levels agreed upon in the relevant SOW (or liable for SLA Credits thereon) for * transactions because such * transactions represent the number of Surplus Transactions for such month.
(iii) If allocating such Long Lead Time Components to future orders by Customer;
(d) Provided that Supplier has taken the actual volume of transactions processed for March is * transactionsmitigating steps set forth above and such Long Lead Time Components remain unused or unsold, Customer will pay such unused or unsold Long Lead Time Components at cost within [***] of receiving the invoice from Supplier; and
(e) Customer will be able to order up to [***] percent ([***]%) more of the Volume Forecast (“Increased Forecast”) and Supplier shall pay Provider for * transactions because use commercially reasonable efforts to accommodate such increase. Supplier will provide all information related to manufacturing component lead times promptly after it becomes available and the actual volume is within the Acceptable Forecast VarianceParties will work together in good faith to optimize lead times.
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Volume Forecasts. During Customer shall provide to Supplier, within the Steady State Period, Customer will provide Provider with rolling ninety (90) day volume forecasts at least sixty (60) days in advance first [***] of each the month, starting with in an agreed format, a rolling forecast of the first full month after quantity of the SS Commencement Date Products it requires, by [***], for the following [***] and the approximate dates on which it will require the Products to be supplied (the “Volume ForecastsForecast”); provided, however, that the initial two (2) Volume Forecasts shall not be subject to the foregoing 60-day advance provision requirement. The Volume Forecasts shall be binding on Customer forty-five (45) days after Customer provides the Volume Forecast to Provider. Each Volume Forecast shall be signed by the Customer Account Manager and acknowledged in writing by the Provider Account Manager. If the actual volume of transactions during a particular month does not deviate more than * from the binding Volume Forecast for that month (the “Acceptance Forecast Variance”), Customer will pay Provider for the actual volume of transactions processed during such month, subject to any applicable SLA Credits or SLA Bonuses. If the actual volume of transactions is less than the binding Volume Forecast for that month by more than *, then, in addition to paying for the actual volume of transactions, Customer shall pay Provider for the number of transactions that fall below the Acceptable Forecast Variance (the “Shortfall Transactions”) for that month such that, when such Shortfall Transactions are added to the actual volume for the month, the sum shall be equal to * of the applicable binding Volume Forecast. If the actual volume of transactions are greater than the Volume Forecast by more than *, Customer shall pay Provider for the actual volume processed, subject to any applicable SLA Credits or Bonuses, provided that Provider shall not be responsible for maintaining service levels agreed upon in the relevant SOW (or liable for SLA Credits thereon) for the volume of transactions that exceed the Acceptable Forecast Variance (the “Surplus Transactions”). Notwithstanding the foregoing sentence relating to Surplus Transactions, to the extent applicable, a SOW may also specify the maximum volume of transactions that Provider can process in one day.
(a) For example, if the binding The Volume Forecast will only be binding in respect of those components that require more than [***] to be delivered at the manufacturing facility, as certified by Supplier on a [***] basis (the “Long Lead Time Components”);
(b) Supplier shall not allocate any Long Lead Time Components to any customer other than Customer until Customer places the relevant Purchase Order;
(c) In the event Customer places a Purchase Order that is below the Volume Forecast, Customer will be liable for the month Long Lead Time Components applicable to such Purchase Order; provided that Supplier takes all commercially reasonable steps to mitigate the effects of March is * transactions:
such long lead times, including, without limitation (i) If using the actual volume components that were purchased by Supplier for, but are no longer required by, Customer, in products for other customers of transactions processed for March is * transactions, Customer shall pay Provider for such * transactions as well as an additional * transactions because such * transactions represent the number of Shortfall Transactions for such month.
Supplier; (ii) If reselling the actual volume of transactions processed for March is * transactions, Customer shall pay Provider for * transactions Long Lead Time Components to its own suppliers and Provider will not be responsible for maintaining the service levels agreed upon in the relevant SOW (or liable for SLA Credits thereon) for * transactions because such * transactions represent the number of Surplus Transactions for such month.
(iii) If allocating such Long Lead Time Components to future orders by Customer;
(d) Provided that Supplier has taken the actual volume of transactions processed for March is * transactionsmitigating steps set forth above and such Long Lead Time Components remain unused or unsold, Customer will pay such unused or unsold Long Lead Time Components at cost within [***] of receiving the invoice from Supplier; and
(e) Customer will be able to order up to [***] percent ([***]%) more of the Volume Forecast (“Increased Forecast”) and Supplier shall pay Provider for * transactions because use commercially reasonable efforts to accommodate such increase. Supplier will provide all information related to manufacturing component lead times promptly after it becomes available and the actual volume is within the Acceptable Forecast VarianceParties will work together in good faith to optimize lead times.
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