Buyer Forecasts. If Buyer provides Seller with a forecast of future requirements, Buyer acknowledges that Seller is entitled to rely on the accuracy of such forecast(s) for the purpose of ordering raw materials and arranging its resources so as to be able to meet those forecast requirements. In the event that Buyer's forecast is materially inaccurate, Seller shall be entitled to invoice Buyer for all costs, expenses or losses which result from Seller having relied on the inaccurate forecast. Seller shall be entitled to invoice Buyer for all finished Products made to forecast and not ordered by Buyer within 3 months of manufacture. All invoices are subject to these Terms.
Buyer Forecasts. At the First Closing, and on or before the fifteenth (15th) day of each calendar month during the Term (as hereinafter defined) Buyer shall and agrees to submit to Supplier a written forecast of Buyer’s, its Affiliates’ and Partners’ requirements, by calendar month, for the following twelve (12) calendar months for Product (the “Rolling Forecast”). The first Rolling Forecast shall include Supplier’s forecast for the first four (4) months after the First Closing and any additional amount of Product required by Buyer, its Affiliates and Partners in each of the first four (4) calendar months after the First Closing. The first four (4) calendar months of each Rolling Forecast for Products will be firm orders (the “Binding Forecast”). It is understood that such forecasts, updated monthly, that extend beyond the Binding Forecast, are intended to be good faith estimates only, and shall not be binding upon Buyer or Supplier. Buyer shall be bound to purchase from Supplier, and Supplier shall supply, one hundred percent (100%) of those quantities of the Products set forth in each Binding Forecast. Supplier shall comply with Purchase Orders for Products furnished pursuant to Section 2.3 and shall use Commercially Reasonable Efforts to supply amounts in excess of one hundred percent (100%) of the Binding Forecast amounts; provided, however, that inability to supply amounts in excess of one hundred percent (100%) shall not constitute a breach of this Agreement by Supplier. Supplier shall notify Buyer in writing of any prospective problems of which it is aware that might prevent it from meeting Buyer’s forecasted order quantities or estimated delivery dates.
Buyer Forecasts. (a) Within five Business Days following Xxxxx’s receipt of a Seller Forecast during the Term, Buyer shall submit to Seller:
Buyer Forecasts. (a) By the fifteenth (15th) Day of the Month immediately preceding each Supply Period, Buyer shall prepare and submit to Seller a forecast which shall contain the Terminal Volume for each Terminal during such upcoming Supply Period (each a “Forecast”).
