Exclusive Supply Clause Samples
An Exclusive Supply clause establishes that the buyer agrees to purchase certain goods or services solely from the supplier, and the supplier, in turn, may agree not to provide those goods or services to other buyers within a defined market or territory. This arrangement typically applies to products that are critical to the buyer’s operations or where the supplier has unique capabilities, and it may specify the duration, scope, and any exceptions to exclusivity. The core function of this clause is to secure a dedicated supply channel for the buyer while providing the supplier with a guaranteed customer, thereby reducing competition and ensuring stability for both parties.
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Exclusive Supply. 2.1. Subject to the terms and conditions of this Agreement, during the Term, Acorda shall purchase its Minimum Elan Requirements of the Product in the Territory from Elan, except as provided in Clause 2.3.
2.2. Subject to the terms and conditions of this Agreement, during the Term, Elan shall not supply the Product to:
2.2.1 any person other than Acorda outside the Elan Territory; or
2.2.2 any person other than Acorda in the Elan Territory who intends, to the actual knowledge of Elan, to sell the Product outside the Elan Territory – except as requested by Acorda, PROVIDED THAT to extent required by applicable law, Elan shall be permitted to:
(a) sell the Product to a person in a country which is both part of the Elan Territory and within the EEA, notwithstanding that such person may re-sell the Product in another part of the EEA which is not part of the Elan Territory; and
(b) if any country of the EEA is part of the Elan Territory, sell the Product to a person in another country of the EEA which is not part of the Elan Territory, provided further that Elan shall not actively solicit any such sales.
2.3. Elan shall not have the obligation to use commercially reasonable efforts to supply the Product where [***] of Manufacturing Cost would exceed the Supply Price, subject to Clauses 2.4 and 2.5
2.4. In the event that either party is of the opinion that the circumstances in Clause 2.3 apply or may shortly apply, it shall promptly notify the other. In such event the parties shall meet to discuss, inter alia, the manner in which Manufacturing Cost is calculated by Elan and Acorda’s commercialisation plans.
2.5. If after such discussions Elan is of the opinion that if it continues to supply the Product to Acorda, the circumstances in Clause 2.3 will apply, Elan shall promptly formally so notify Acorda. In such event Certain portions of this Exhibit have been omitted pursuant to a request for confidentiality. Such omitted portions, which are marked with brackets [ ] and an asterisk*, have been separately filed with the Commission
2.5.1 Elan shall use commercially reasonable efforts to supply Acorda with Product the subject of binding orders issued prior to Acorda’s receipt of such notification, provided that such orders relate to Product scheduled for delivery in the period of three (3) months after the date of the purchase orders, and that such Product shall be invoiced at the applicable price under Clause 9.2 or 9.3; and
2.5.2 After the expiration of the period...
Exclusive Supply. If you are an Exclusive Supplier, you agree to:
(a) exclusively supply us all of the Milk produced at the Farm(s), other than Personal Use Milk; and
(b) not supply any Milk produced at the Farm(s) to any other person or entity.
Exclusive Supply. (a) On the terms and subject to the conditions set forth in this Agreement, (i) during the Term, Buyer will, and will cause its Affiliates to, source all of their collective requirements for Product exclusively from Seller and its Affiliates and (ii) until the earlier of the Closing Date or the expiration or termination of the Term, Buyer will, and will cause its Affiliates to, source all of their collective requirements for Spare Parts (other than the items set forth on Appendix 5, it being understood and agreed that if Buyer sources any such Spare Parts set forth on Appendix 5 from a source other than Seller and its Affiliates, then (A) Seller shall not warrant such Spare Parts and shall not be responsible for any damage to the Product or other property caused by such Spare Parts and (B) such sourcing may void the warranty from Seller with respect to the subsystem of a Product with respect to which such Spare Parts are a constituent part if such subsystem is directly affected by the use of such Spare Parts) exclusively from Seller and its Affiliates. Seller and its Affiliates shall accept all POs for Product, Spare Parts and Services issued by Buyer or any of its Affiliates that comply with the terms of this Agreement and the Seller Standard Terms, in each case, without modification (or with modification only following agreement by Seller in respect of such PO), but Seller shall use commercially reasonable efforts to accept any POs that contain such modifications (including with respect to the Technical Design); provided, that if any such change results in an increase or decrease in the out-of-pocket cost or time required for the performance of the work under the PO (relative to a PO that does not contain any such modifications), there shall be a mutually agreed equitable adjustment of the PO price and the scheduled delivery dates. For the purposes of any PO issued by an Affiliate of Buyer, the term “Buyer,” as used in this Agreement shall be deemed to refer to such Affiliate issuing that PO. Buyer will cause its Affiliates that issue POs to comply with the terms of this Agreement and will be responsible for any breaches hereof by its Affiliates.
(b) The Parties hereby acknowledge that the quantities of Product, Spare Parts or Services shall not, other than with respect to accepted POs, constitute a commitment or obligation by Buyer or any Affiliate to purchase any minimum volume of Product, Spare Parts or Services from Seller.
(c) At all times during th...
Exclusive Supply. (a) During the Term, the Supplier will supply all Milk exclusively to Riverina Fresh and subject to the terms of this Agreement Riverina Fresh will buy all of the Milk from the Supplier.
(b) The volume accuracy assurance of Milk supplied to Riverina Fresh will be carried out in accordance with the Handbook.
(c) Except with the prior written consent of Riverina Fresh (which Riverina Fresh may withhold at its absolute discretion) the Supplier will not:
(i) supply Milk to any other person;
(ii) permit any 'share farmer', subcontractor or equivalent to carry on activities at the Farm; or
(iii) grant to any other person any right or entitlement to any Milk.
Exclusive Supply. Except as expressly provided in this Agreement, Licensee shall exclusively purchase from Acorda all Product in order to meet Licensee’s and its Affiliates’ and Third Party Distributors’ requirements of the Product.
Exclusive Supply. You will supply us with Milk on an exclusive basis, which means that you will supply us with all of your Farm’s Milk during the Supply Period, except Personal Use Milk.
Exclusive Supply. Subject to the terms and conditions of this Agreement: (i) AN▇▇▇▇▇▇, through CMO, shall manufacture and supply the Product for marketing and distributing in the Territory exclusively to ETON and ETON’s Affiliates during the Term; and (ii) AN▇▇▇▇▇▇ ▇hall not, directly or indirectly, market, solicit orders for, sell, offer for sale, import, distribute, commercialize or otherwise provide Product to any other party in the Territory. AN▇▇▇▇▇▇ ▇hall not enter into any agreement with any third party that would (a) conflict or interfere with its obligations under this Agreement, or result in its violation or breach of the terms, conditions or provisions of this Agreement; or (b) violate or conflict with Applicable Law. ETON shall market and resell the Product purchased from An▇▇▇▇▇▇ ▇ithin the Territory (or such additional areas agreed upon by ETON and AN▇▇▇▇▇▇).
(1) Notwithstanding the foregoing, ETON shall be free to procure Product from other parties during the Term. If ETON desires to procure Product from such other party during the Term, then the Parties shall cooperate to amend the NDA or ANDA to the extent required by Applicable Law.
Exclusive Supply. 5.1 From the date first above written, extending to that time which ends on September 30, 2002 ("Exclusive Supply Period"), CELLOMICS agrees that it shall purchase any and all ASK Readers and ASK Workstations exclusively from ZEISS, and during the Exclusive Supply Period, ZEISS agrees that it will not utilize, license, sell, offer to sell, or develop devices or systems for HCS which embody the OEM Developments or ASK Workstation and ASK Reader according to Exhibit 4.0 and which are competitive with those developed pursuant to the ASK Project, ("NEW PRODUCTS") and will cooperate in developing NEW PRODUCTS for HCS exclusively in conjunction with CELLOMICS. In the event CELLOMICS does not affirmatively agree to the mutual and prompt development and "CONFIDENTIAL [*] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED." manufacture by CELLOMICS and ZEISS of such NEW PRODUCTS, within two months from ZEISS' written request, ZEISS shall be free to develop competitive products on its own or together with third parties. Nothing in this Agreement shall constitute any right or license granted to ZEISS for the use of OEM Developments, CELLOMICS Technology or Third Party OEM Developments or any obligation to grant the same in the future. ZEISS may request such license at any time in writing, the approval of which shall be solely with the discretion of CELLOMICS. The term of the Exclusive Supply Period will be extended for an additional one (1) year period if mutually agreed upon in writing by both parties at least ninety (90) days prior to the expiration of the Exclusive Supply Period or any extension thereof. Competitive products are not any components or products for HTS.
5.2 Exhibit 7.0 outlines the two year projections for ASK Workstations and ASK Readers. After the first year of the Exclusive Supply Period, which is defined to end on September 30, 2001, CELLOMICS and ZEISS will have a review meeting in order to review purchase orders and delivery processes. By September 30th, 2001, a minimum purchase of [*] and [*] is required by CELLOMICS. In case these quantities will not be met, either party hereto has the option of terminating the Exclusive Supply Period with ninety days prior written notice to the other party. "CONFIDENTIAL [*] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, ...
Exclusive Supply. During the Term of this Agreement and subject to the terms hereof, Insys will be fully responsible for supplying the Product […***…].
Exclusive Supply. 4.1 FMC shall submit to MBI [*****] rolling Forecast. FMC (through itself or its LATAM Affiliates) has the obligation to purchase the volumes in the first [*****] of the Forecast. For months [*****] of the Forecast, FMC (through itself or its LATAM Affiliates) agrees to purchase the monthly Forecast volume [*****] each month. [*****] of the Forecast are non-binding and indicative only. The rolling Forecast submitted shall be confirmed by MBI within 10 working days after receipt, and MBI commits to supply the Forecast volumes as specified for the [*****], and for months [*****] MBI will make commercially reasonable efforts to supply the volume of up to [*****] above the Forecast volume in each of those months. Should FMC require more than 120% in those months, the Parties will discuss a strategy for meeting FMC demand.
4.2 All Orders shall be governed exclusively by the terms and conditions of this Commercial Agreement, and any terms or provisions on any FMC Order forms or MBI purchase acknowledgements that are inconsistent with those contained in this Commercial Agreement shall have no force or effect whatsoever as between the Parties. Neither MBI’s commencement of performance nor delivery shall be deemed or construed as acceptance of FMC’s additional or different terms and conditions. Orders may be sent by facsimile transmission or email or, if approved by MBI, other electronic media and shall set forth the exact quantity of Commercial Product required and the requested Delivery Date which shall be no less than 60 days from Order date unless approved by MBI in writing. Provided that each Order is given in accordance with this Commercial Agreement (including the Forecast numbers delivered pursuant to Section 4.1), the requested Delivery Date shall be binding on MBI, with the understanding that MBI shall still follow its usual procedure to issue an order acknowledgement for each order.
4.3 Subject to the terms and conditions hereof, MBI shall manufacture (or have manufactured) and supply to FMC the Commercial Product in bulk. Such Commercial Product shall, upon delivery, meet the Specifications and be in compliance with all regulatory requirements applicable in the relevant country. The Commercial Product shall be supplied to FMC or its Affiliate in the Territory according to the Orders submitted by FMC or its Affiliate in the Territory and the terms of this Commercial Agreement, FAS delivery to the nearest US port of departure identified by FMC in accordan...