Forecasts Orders and Delivery Clause Samples
The "Forecasts, Orders and Delivery" clause defines the procedures and obligations related to how a buyer communicates anticipated product needs, places binding orders, and how the seller fulfills and delivers those orders. Typically, this clause outlines requirements for advance forecasts of demand, the process for submitting purchase orders, and the timelines and conditions for delivery. For example, it may specify how far in advance forecasts must be provided, the minimum order quantities, and the consequences of late or incomplete deliveries. Its core function is to ensure both parties have clear expectations regarding supply and demand, reducing the risk of misunderstandings or supply chain disruptions.
Forecasts Orders and Delivery. 2.01 During the term of this Agreement, SELLER agrees that it will sell to ALCON and ALCON agrees that it will purchase from SELLER, such requirements of the Product that ALCON orders pursuant to the terms of this Agreement.
2.02 ALCON shall furnish SELLER with a written updated six (6) month rolling forecast of the quantities of the Product that ALCON intends to order from SELLER during the next following six (6) months. It is understood and agreed that any forecasts issued to SELLER by ALCON pursuant to the terms hereof, shall not be binding nor constitute a firm order of the Products. The ordering of Products shall be by means of individual purchase orders and change orders thereto (hereinafter referred to collectively as “Purchase Order(s)”), issued from time to time by ALCON’s procurement personnel and ALCON’s subcontractors who are authorized herein to do so. ALCON’s sole liability to SELLER shall be limited to actual quantities ordered against individual Purchase Orders. In the event that the terms of any Purchase Order are not consistent with those of this Agreement, then the terms of this Agreement will prevail.
2.03 If ALCON requests changes to any Purchase Order after receipt thereof by SELLER, SELLER shall be obligated to comply with all changes to Purchase Orders that increase or decrease by twenty percent (20%) or less the aggregate quantity of Product ordered by ALCON for the relevant period. SELLER shall exercise its best efforts to comply with all other changes to Purchase Orders that ALCON may request.
2.04 In the event SELLER discovers that there is a likelihood that it will fail to deliver a shipment of Product on the date set forth in a Purchase Order, SELLER shall notify ALCON within five (5) business days of the discovery of such failure. Furthermore, in the event that because of SELLER’s failure to timely deliver a shipment of Product as set forth herein, ALCON is forced to purchase a Product equivalent from a third party, ALCON shall have the right to terminate all or a portion of the Purchase Order related to the Product delivery in question.
2.05 SELLER shall deliver the quantities of each Product set forth in each Purchase Order on the delivery date specified therein. All shipments shall be F.C.A. (INCOTERMS 2000) SELLER’S facilities, at which point all title to, and risk of loss of, the Products shall pass to ALCON (or its Affiliate issuing the purchase order). SELLER shall not be liable for any delay in shipment of the Product...
Forecasts Orders and Delivery. 5.1 Prior to deliveries of Goods, the Customer shall ensure that all necessary permits and clearances have been obtained for Goods within the relevant country. The Customer shall be solely responsible for all customs clearance for the Goods, and it shall bear and pay all taxes, duties, and other charges imposed on it by reason of its purchase, import or sale of the Goods.
5.2 Notwithstanding the foregoing, orders shall be binding upon the Supplier only when accepted in writing.
5.3 The Customer may not cancel orders that have been confirmed by the Supplier unless the Supplier has consented in writing to cancellation and provided that the Customer compensates the Supplier for any and all costs associated with cancelled orders.
5.4 The ownership right to the Goods is retained by the Supplier until the payment is made in full.
Forecasts Orders and Delivery. Within [ * ] of the Effective Date (or such mutually agreed upon later date), the Parties shall agree on a [ * ] and on [ * ] for the supply of Cytotoxic Compound and AB-Cytotoxic Product for the purpose of conducting Preclinical Research under the terms of this Agreement. Notwithstanding any agreed [ * ], with respect to the First Exclusive Option, Millennium shall have the right, at any time, to supply ImmunoGen with (a) up to [ * ] of the Millennium [ * ] which is [ * ] and (b) [ * ] of each of up to [ * ] for the production by ImmunoGen of [ * ] containing the Millennium [ * ]. With respect to each of the [ * ] and each of the [ * ], Millennium shall notify ImmunoGen in writing no later than [ * ] in advance of a [ * ] specifying, in each case, the [ * ], the [ * ], the [ * ] selected by Millennium from the [ * ] of ImmunoGen, and the [ * ] is expected to be [ * ] ImmunoGen. [ * ] after ImmunoGen's receipt of a [ * ], ImmunoGen shall [ * ] of the [ * ] with the [ * ] selected by Millennium, with the goal of [ * ] of such [ * ]. Except as otherwise agreed to by the Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act. Parties, all deliveries of [ * ] shall be [ * ] the facility used by ImmunoGen for [ * ] of [ * ].
Forecasts Orders and Delivery. With respect to each Designated Distributor, except to the extent otherwise instructed by Eisai in writing or set forth in this Agreement, Arena shall continue to adhere to the procedures for forecasting, ordering and delivery of Supplied Products set out in the applicable Third Party Distributor Agreement consistent with prior practices under such agreements. Arena shall on receipt of any rolling forecast, purchase order or other communication or notice from a Designated Distributor related to its forecasts and orders provide a copy of the same to Eisai and if requested by Eisai discuss and follow Eisai’s instructions with respect to the same (and to the extent such instructions differ from Arena’s obligations under this Agreement with respect to supply to a Designated Distributor, Arena shall be relieved of such obligations under this Agreement, notwithstanding anything to the contrary in this Agreement). In addition, Arena shall on sending any confirmation or other similar communications to a Designated Distributor provide a copy of the same to Eisai and in particular Arena shall (a) notify Eisai of all proposed delivery dates for Product to be delivered to Designated Distributors; (b) provide Eisai with copies of all documents provided to a Designated Distributor on delivery of Product; and provide to Eisai such other information as Eisai may reasonably request in connection with forecasts and ordering by, and deliveries of Products to, Designated Distributors.
Forecasts Orders and Delivery