Common use of Inventory; Scheduling Clause in Contracts

Inventory; Scheduling. (a) Except as expressly set forth herein, during the term of this Agreement, Buyer shall purchase its Product requirements ** ** from Seller (including Products required for engineering, testing, and clinical trials, if any) and from ** ** manufacturer, person or entity, including, without limitation, any division or Affiliate of Buyer. (b) Buyer shall provide Seller with firm purchase orders for Products in accordance with the procedures and requirements set forth in Section 1.3; provided, however, that Buyer shall have the right, exercisable only ** ** per any ** **, up to ** ** prior to the date of shipment, and with the prior written consent of Seller, which shall not be unreasonably withheld, to issue binding, written change orders to delay up to** ** of the quantity of Products on such purchase orders by no more than ** **) calendar days from their originally scheduled shipment date. Buyer agrees to accept partial shipments of Products from Seller should it, for any commercially reasonable reason, become necessary to ship in advance of Seller’s ability to complete each order. Seller shall make all commercially reasonable efforts to comply with any revisions to a purchase order consistent with the provisions of this Agreement. BUYER: __________ Page 3 of 24 SELLER: __________ (c) Seller shall maintain its production capacity with respect to finished products and raw materials at ** **Percent ** ** of all undelivered Product quantities on open purchase orders for the then-current month. Seller will immediately notify Buyer in the event of any material obsolescence, supply shortage, or other interruption or potential interruption, in supply of any Products, or component or sub-assembly thereof, as soon as Seller becomes aware of such. (d) Within the mutually agreed lead-time for the Initial Purchase Order set forth in Section 1.3(b), above, Seller shall accumulate a finished goods inventory of Products to be held in reserve equal to the average monthly quantity, based on the ** **Purchase Order. Thereafter, for each subsequent month, Seller will hold in inventory an amount of finished Products equal to the average monthly quantity of the then-current ** ** (defined below). All Products ** **pursuant to this Section shall be referred to herein as ** ** Seller may only deplete Shelf Inventory when Buyer’s orders ** ** the applicable ** **. Seller will at all times throughout the term of this Agreement maintain the agreed upon ** **, except that Seller will replace any ** ** taken from ** ** in accordance with previous sentence within ** ** days of the date Seller takes such ** ** from ** **.

Inventory; Scheduling. (a) Except as expressly set forth herein, during the term of this Agreement, Buyer shall purchase its Product requirements ** ** exclusively from Seller (including Products required for engineering, testing, and clinical trials, if any) and from ** ** no other manufacturer, person or entity, including, without limitation, any division or Affiliate of Buyer. (b) Buyer shall provide Seller with firm purchase orders for Products in accordance with the procedures and requirements set forth in Section 1.3; provided, however, that Buyer shall have the right, exercisable only ** ** one (1) time per any ** **three (3) month period, up to ** ** five (5) Business Days prior to the date of shipment, and with the prior written consent of Seller, which shall not be unreasonably withheld, to issue binding, written change orders to delay up toto ** ** of the quantity of Products on such purchase orders by no more than ** **sixty (60) calendar days from their originally scheduled shipment date. Buyer agrees to accept partial shipments of Products from Seller should it, for any commercially reasonable reason, become necessary to ship in advance of Seller’s ability to complete each order. Seller shall make all commercially reasonable efforts to comply with any revisions to a purchase order consistent with the provisions of this Agreement. BUYER: __________ Page 3 of 24 SELLER: __________. (c) Seller shall maintain its production capacity with respect to finished products and raw materials at ** *** Percent ** ** of all undelivered Product quantities on open purchase orders for the then-current month. Seller will immediately notify Buyer in the event of any material obsolescence, supply shortage, or other interruption or potential interruption, in supply of any Products, or component or sub-assembly thereof, as soon as Seller becomes aware of such. (d) Within the mutually agreed lead-time for the Initial Purchase Order set forth in Section 1.3(b), above, Seller shall accumulate a finished goods inventory of Products to be held in reserve equal to the average monthly quantity, based on the ** **Initial Purchase Order. Thereafter, for each subsequent month, Seller will hold in inventory an amount of finished Products equal to the average monthly quantity of the then-current ** ** Binding Forecast (defined below). All Products ** **held in inventory pursuant to this Section shall be referred to herein as ** ** “Shelf Inventory.” Seller may only deplete Shelf Inventory when Buyer’s orders ** ** exceed the applicable ** **Binding Forecast. Seller will at all times throughout the term of this Agreement maintain the agreed upon ** **Shelf Inventory level, except that Seller will replace any ** ** units taken from ** ** Shelf Inventory in accordance with previous sentence within ** ** thirty (30) days of the date Seller takes such ** ** units from ** **Shelf Inventory.

Inventory; Scheduling. (a) Except as expressly set forth herein, during the term of this Agreement, Buyer shall purchase its Product requirements ** ** from Seller (including Products required for engineering, testing, and clinical trials, if any) and from ** ** manufacturer, person or entity, including, without limitation, any division or Affiliate of Buyer. (b) Buyer shall provide Seller with firm purchase orders for Products in accordance with the procedures and requirements set forth in Section 1.3; provided, however, that Buyer shall have the right, exercisable only ** ** per any ** **, up to ** ** prior to the date of shipment, and with the prior written consent of Seller, which shall not be unreasonably withheld, to issue binding, written change orders to delay up to** ** of the quantity of Products on such purchase orders by no more than ** **) calendar days from their originally scheduled shipment date. Buyer Xxxxx agrees to accept partial shipments of Products from Seller should it, for any commercially reasonable reason, become necessary to ship in advance of Seller’s ability to complete each order. Seller shall make all commercially reasonable efforts to comply with any revisions to a purchase order consistent with the provisions of this Agreement. BUYER: __________ Page 3 of 24 SELLER: __________: (c) Seller shall maintain its production capacity with respect to finished products and raw materials at ** **Percent ** ** of all undelivered Product quantities on open purchase orders for the then-current month. Seller will immediately notify Buyer in the event of any material obsolescence, supply shortage, or other interruption or potential interruption, in supply of any Products, or component or sub-assembly thereof, as soon as Seller becomes aware of such. (d) Within the mutually agreed lead-time for the Initial Purchase Order set forth in Section 1.3(b), above, Seller shall accumulate a finished goods inventory of Products to be held in reserve equal to the average monthly quantity, based on the ** **Purchase Order. Thereafter, for (c) Seller shall maintain its production capacity with respect to finished products and raw materials at ** **Percent ** ** of all undelivered Product quantities on open purchase orders for the then-current month. Seller will immediately notify Buyer in the event of any material obsolescence, supply shortage, or other interruption or potential interruption, in supply of any Products, or component or sub-assembly thereof, as soon as Seller becomes aware of such. (d) Within the mutually agreed lead-time for the Initial Purchase Order set forth in Section 1.3(b), above, Seller shall accumulate a finished goods inventory of Products to be held in reserve equal to the average monthly quantity, based on the ** **Purchase Order. Thereafter, for each subsequent month, Seller will hold in inventory an amount of finished Products equal to the average monthly quantity of the then-current ** ** (defined below). All Products ** **pursuant to this Section shall be referred to herein as ** ** Seller may only deplete Shelf Inventory when Buyer’s orders ** ** the applicable ** **. Seller will at all times throughout the term of this Agreement maintain the agreed upon ** **, except that Seller will replace any ** ** taken from ** ** in accordance with previous sentence within ** ** days of the date Seller takes such ** ** from ** **.