Minimum Purchase Requirement. XVI.1 Subject to Article XVI.3, BIOVENTUS undertakes to purchase from IBSA the following annual minimum quantities of PRODUCT in the TERRITORY (“MINIMUM PURCHASE REQUIREMENT”): 1st MARKETING YEAR: [***] prefilled syringes 2nd MARKETING YEAR: [***] prefilled syringes 3rd MARKETING YEAR: [***] prefilled syringes 4th MARKETING YEAR onwards: [***] prefilled syringes Sample units are not included in the MINIMUM PURCHASE REQUIREMENT.
XVI.2 Should BIOVENTUS fail to meet at least [***] of the annual MINIMUM PURCHASE REQUIREMENT during any MARKETING YEAR during the term of this Agreement (other than on account of a FAILURE TO SUPPLY (as defined in Article XVI.3), IBSA shall have the right either to ask BIOVENTUS to pay a penalty of [***]% of the FLOOR PRICE for the unpurchased quantities or to terminate this Agreement upon [***] days prior written notice to BIOVENTUS; provided, however, that this Agreement will not terminate if BIOVENTUS, by the end of such [***] days period, has issued purchase orders to IBSA for a quantity of PRODUCT that, when combined with the quantities previously ordered during the applicable MARKETING YEAR, equal or exceed the applicable MINIMUM PURCHASE REQUIREMENT (and, for the avoidance of doubt, such additional purchase orders may provide for a delivery date that is in January of the following MARKETING YEAR. Therefore the purchase orders needs to be issued on or before August 30th of the concerned MARKETING YEAR). Such termination by IBSA shall be IBSA’s sole and exclusive remedy with respect to any failure by BIOVENTUS to meet the annual MINIMUM PURCHASE REQUIREMENT, and BIOVENTUS shall have no liability to IBSA with respect to any such failure. Notwithstanding the foregoing, should BIOVENTUS buy [***] or more of the annual MINIMUM PURCHASE REQUIREMENT, IBSA shall only have the right to ask BIOVENTUS to pay a penalty of [***]% of the FLOOR PRICE for the unpurchased quantities as IBSA’s sole and exclusive remedy for the BIOVENTUS’s failure to purchase the annual MINIMUM PURCHASE REQUIREMENT.
XVI.3 If during any part of the MARKETING YEAR, a FAILURE TO SUPPLY occurs, the MINIMUM PURCHASE REQUIREMENT set forth in Article XIV.1 for such MARKETING YEAR will be reduced by a percentage equal to the percentage of the MARKETING YEAR during which such FAILURE TO SUPPLY occurred.
Minimum Purchase Requirement. (a) To comply with the annual minimum purchase requirement as described in Section 8(b) below, the minimum annual purchase requirement for the next twelve (12) month period beginning from the Effective Date of this Agreement shall be $2,000,000.00 US Dollars.
(b) Should the DISTRIBUTOR fail to make the agreed upon annual minimum purchase requirement, the DISTRIBUTOR shall have two (2) additional months to purchase the balance of the required annual minimum purchase requirement. In the event that the DISTRIBUTOR fails to purchase additional Products to meet the annual minimum purchase requirement, the COMPANY has the right, at its sole discretion, to terminate this Agreement. The DISTRIBUTOR shall be relieved from the annual minimum purchase requirement should there be a Product recall; should the COMPANY fail to meet its obligations in this Agreement; and/or should the COMPANY fail to deliver the Products in a timely manner.
Minimum Purchase Requirement. (a) Commencing on November 1, 2014 and subject to Section 2.1, Supplier agrees to sell, and Customer shall be required to take delivery of, for each calendar month during each Contract Year (each calendar month is referred to as a “Supply Period”) an aggregate of [*]1 tons of Product (such amount, as adjusted pursuant to Section 2.4(b), is referred to as the “Monthly Minimum Requirement”).
(b) If Supplier (i) fails to deliver (or tender for delivery) any quantity of Product as required under any Order, whether as a result of Force Majeure or otherwise, or (ii) is unable or unwilling to supply any Product pursuant to a binding Order, the Monthly Minimum Requirement for the calendar month in which such failure occurred shall be reduced by such quantity of Product that was not so delivered.
Minimum Purchase Requirement. During the term of this Agreement, Distributor shall make the minimum purchases of the Products from OMP set forth in Exhibit A (“Minimum Purchase Requirement”). Purchases counted toward the Minimum Purchase Requirement for any period provided herein shall be based on OMP’s net invoice prices for the Products which are paid for prior to the expiration of the applicable period. Distributor understands and agrees that achievement of Minimum Purchase Requirement is of the essence of this Agreement and the failure of Distributor to achieve any of the Minimum Purchase Requirement conditions in Exhibit A in any one year shall constitute grounds for the conversion of this contract from exclusive to a non-exclusive right to the channel and territory (all other provisions of the contract remaining unchanged), while failure to achieve the minimums in any two out of three years is grounds for non-renewal of the contract at the Company’s option as of the renewal period following such failures. However, notice of intention not to renew based on performance must be given 60 days in advance of the new renewal period.
Minimum Purchase Requirement. Xxxxxxx further agrees to purchase from Pfizer in each Commercial Year not less than the minimum quantity of Products from Pfizer in accordance with the provisions of this Section 6.8 (“Minimum Purchase Requirement”). The Minimum Purchase Requirement shall be calculated on the basis of a percentage of the number of units/batches of Product forecasted by Xxxxxxx in the most recent twelve-month period in the Rolling Forecast that Xxxxxxx provides to Pfizer pursuant to Section 6.3(a). Provided that Pfizer is not in breach of, and materially performs all of its obligations set forth in this Agreement, [*] and waive Pfizer’s manufacture and delivery obligations for the Product. In the latter event, Pfizer shall invoice Xxxxxxx for the amount payable, and Xxxxxxx shall pay Pfizer such amount [*]. Notwithstanding anything of the foregoing [*] all Product paid for by Xxxxxxx in lieu of delivery shall count towards the Minimum Purchase Requirement.
Minimum Purchase Requirement. Notwithstanding anything to the contrary set forth in this Agreement, each forecast and purchase order submitted by LMI must not be less than the Minimum Volumes of Product as shown for each Calendar Quarter on Exhibit 2.4 to this Agreement. COV will use commercially reasonable efforts to accommodate any increase in quantities of Product ordered by LMI; provided, that LMI will communicate any such increased orders to COV not less than six (6) months prior to the Calendar Quarter in which delivery of such additional Product is requested.
Minimum Purchase Requirement. Abbott shall achieve Product Purchases greater than or equal to the Base Target as set forth in the following Table 2.4(a) (“Minimum Purchase Requirement”). If [ * ], or [ * ] in accordance with this Agreement, [ * ] and [ * ]. The Parties shall meet and negotiate in good faith to establish the Minimum Purchase Requirement for any Renewal Terms occurring beyond the years specified in Table 2.4(a).
Minimum Purchase Requirement. Cempra agrees to purchase from Hospira in each Commercial Year not less than a stipulated percentage of its annual forecast of the Product in accordance with the provisions of this Section 6.8 (“Minimum Purchase Requirement”). The percentage shall be calculated on the number of units of Product estimated to be required for delivery in a particular Commercial Year in the most recent annual forecast that Cempra provides to Hospira pursuant to Section 6.1. Cempra’s Minimum Purchase requirements are as follows: [*]. In lieu of Cempra taking delivery of all of the Minimum Purchase Requirement, Cempra shall have the option to pay the shortfall of the Minimum Purchase Requirement at the prices set forth in Exhibit 5.10 and waive Hospira’s manufacture and delivery obligations for the Product. In the latter event, Hospira shall invoice Cempra for the amount payable, and Cempra shall pay Hospira such amount within [*] days after receipt of Hospira’s invoice. Notwithstanding anything of the foregoing, all Product paid for by Cempra shall count towards the Minimum Purchase Requirement and, in the event Cempra pays for all Product delivered by Hospira in a particular Commercial Year and the amount set forth above with respect to any waiver of Hospira’s manufacture and delivery obligations with respect to such Commercial Year, Cempra shall be deemed to have satisfied its Minimum Purchase Requirement with respect to such Commercial Year.
Minimum Purchase Requirement. During the Term of this Agreement and beginning with the second Calendar Quarter of 2014, Buyer shall be required to purchase from Seller, during each Calendar Quarter no less than [***] MT of Product, (the “Minimum Purchase Requirement”). Buyer shall be required to purchase the Minimum Purchase Requirement at the prices set forth in Exhibit A, with any Purchase Shortfalls (as hereinafter defined) to be made up on a First-in, First-out basis using the pricing applicable at the Calendar Quarter in which the Purchase Shortfall was created, as provided in Section 2.4 below.
Minimum Purchase Requirement. BUYER agrees to purchase from SELLER a minimum monthly amount of motor fuel equal to gallons per year. BUYER acknowledges that this minimum purchase requirement is a material part of this Agreement. If in any one year BUYER fails to purchase the contract minimum of gallons, SELLER will charge BUYER $ .01 (one cent) per gallon for any deficiency between the amount of BUYER's annual motor fuel purchase and the Annual Contract Minimum. SELLER agrees to supply BUYER the maximum quantity of motor fuel allowed by SELLER's supplier.
