Forecasting and Order Placement for Sirius Products Sample Clauses

Forecasting and Order Placement for Sirius Products. (a) Sirius XM and Distributor shall work together in good faith to create six-month rolling forecasts of Sirius Product sales and four-month purchase plans for Sirius Products, broken out by Customer. Such forecasts and product plans shall include such information as Sirius XM may reasonably request. (b) Sirius XM may, from time to time, require Distributor to place orders with Authorized Manufacturers for specified quantities of Sirius Products (each such order placed by Distributor pursuant to Sirius XM’s written instructions, a “Backstop Purchase Order”). Distributor shall be required to place Backstop Purchase Orders upon receipt of, and in accordance with, Sirius XM’s written instructions. Only orders identified as such in writing by Sirius XM shall be considered a Backstop Purchase Order. In the event that any Sirius Products purchased by Distributor under a Backstop Purchase Order are not shipped to a Customer within *** of first receipt at one of Distributor’s US warehouses, Sirius XM shall purchase such Sirius Products from Distributor at the then current Landed Cost offered by the applicable Authorized Manufacturer (such Sirius Products purchased by Sirius XM, “Sirius XM Backstop Inventory”). Distributor shall hold the Sirius XM Backstop Inventory on consignment, at no charge to Sirius XM, pending orders from Customers or other instructions from Sirius XM. Distributor shall repurchase the Sirius XM Backstop Inventory from Sirius XM at the then current Landed Cost offered by the applicable Authorized Manufacturer immediately upon receipt of a Customer order for such products. Distributor shall fulfill all Customer orders on a first in – first out inventory shipping basis, first from Sirius XM Backstop Inventory, then from Distributor’s inventory. Distributor shall provide aging reports on all Backstop Purchase Orders on a weekly basis pursuant to the reporting required in Exhibit G. (c) Any purchases of Sirius Products made by Sirius XM directly from Distributor during the Term, which are not Backstop Inventory, shall be purchased at a cost that will allow the Distributor to realize a Gross Margin of ***%. Execution Copy (d) Distributor shall issue an invoice or credit memo along with the Backstop Inventory report and with reasonable supporting documentation as specified in Exhibit G to Sirius XM on a monthly basis for the total net amount due for Sirius XM Backstop Inventory transactions that occurred in the preceding month. In the event of an in...
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