Common use of Product Discontinuation; PFAS Clause in Contracts

Product Discontinuation; PFAS. (i) Except as set forth in Section 2.1(d)(ii), Supplier’s right to discontinue a Product is limited to an event of Force Majeure (subject to Section 10.2 of the Transition Services Agreement, as incorporated via Section 12.1)or situations where Supplier is taking such action to comply with applicable Law, including actual or anticipated enforcement actions, legal or regulatory concerns from agencies or other governmental authorities, permits or other operating approvals that may impact production, or liabilities relating to operations. Supplier will give one year advance prior notice of discontinuation where the circumstances permit such a time period, otherwise Supplier will give advance notice as is practicable under the circumstances. For any Product discontinuation the SA Contacts will determine whether additional Product capacity exists beyond the relevant Forecast and/or historical purchase quantities and agree upon and document any final purchase quantities and timing. Where any Product discontinuation occurs under this Section 2.1(d)(i) and agreement on final purchase quantities cannot be reached in a reasonable amount of time, the matter will be escalated to the TCMA Sub-Committee. (ii) Supplier is planning to exit the manufacture and supply of Products consisting of, containing, or manufactured with the aid of, per- and polyfluoroalkyl substances (“PFAS” and such Products the “PFAS Products”). Recipient is fully aware of this exit. Within thirty (30) business days of Supplier providing notice of its discontinuation or suspension of the manufacturing, distribution or supply of any PFAS Products, the Parties will meet to discuss a final purchase schedule of such PFAS Product to allow Recipient to build a reasonable inventory of such PFAS Product (not to exceed the quantity of such PFAS Product supplied in the prior twelve (12) months). The TCMA Sub-Committee will confer on the availability of the PFAS Product, review the status of open Orders that may be accepted and filled, and determine whether Supplier is able to manufacture any additional quantities based on its manufacturing schedules, availability of raw materials and inputs, and any other constraints. Nothing herein shall require that Supplier undertake additional manufacturing of a PFAS Product if doing so would be inconsistent with Supplier’s exit of PFAS and PFAS Products. Recipient is responsible for all costs, expenses, and risk of damage and loss in storing Products supplied as part of the final purchase schedule. Where Recipient does not request a final purchase schedule or where the Parties are unable to reach agreement on a final purchase schedule. Supplier’s rights hereunder expressly include that Supplier may discontinue or reduce the quantity of PFAS Products available in its complete and sole discretion, including reducing or rejecting the quantities identified in Product Forecasts, Demand Plans, and/or Orders, even if previously accepted.

Product Discontinuation; PFAS. (i) Supplier may discontinue a Product on an individual basis, and the discontinuation of one or more Products shall not constitute a termination of the Agreement. Except as set forth in Section 2.1(d)(ii), Supplier’s right to discontinue a Product is limited to an event of Force Majeure (subject to Section 10.2 of the Transition Services Agreement, as incorporated via Section 12.1)or situations where Supplier is taking such action to comply with applicable Lawaddress stewardship or regulatory concerns, including which may include, but is not limited to, actual or anticipated potential enforcement actions, legal or regulatory concerns from agencies or other governmental authorities, permits or other operating approvals that may impact production, costs or liabilities relating to operations, or Supplier’s environmental and stewardship commitments. Supplier will give one year advance prior notice of discontinuation where the circumstances permit such a time period, otherwise Supplier will give advance notice as is practicable under the circumstances. For any Product discontinuation the SA Contacts will determine whether additional Product capacity exists beyond the relevant Forecast and/or historical purchase quantities and agree upon and document any final purchase quantities and timing. Where any Product discontinuation occurs under this Section 2.1(d)(i) and agreement on final purchase quantities cannot be reached in a reasonable amount of time, the matter will be escalated to the TCMA Sub-Committee. (ii) Supplier is planning to exit the manufacture and supply of Products consisting of, containing, or manufactured with the aid of, per- and polyfluoroalkyl substances (“PFAS” and such Products the “PFAS Products”). Recipient is fully aware of this exit. Within thirty (30) business days of Notwithstanding any other provision in this Agreement or any other Ancillary Agreement, including any Product Forecast, order, terms and conditions, or other documents exchanged between the Parties, Supplier providing notice of its discontinuation may, without any liability whatsoever, discontinue or suspension of suspend the manufacturingmanufacture, distribution or supply of PFAS Products at any PFAS Productstime, the Parties will meet and/or Supplier may offer to discuss a final purchase schedule of substitute such PFAS Product Products with reformulated products to allow remove the use of PFAS at Supplier’s election (it being understood that Recipient to build a reasonable inventory of may reject such PFAS Product (not to exceed the quantity of such PFAS Product supplied offer in its sole discretion), subject in the event of any such discontinuation, suspension or substitution to giving advance prior twelve notice that Supplier deems reasonable under the circumstances (12) months). The TCMA Sub-Committee will confer on which, for the availability avoidance of the PFAS Productdoubt, review the status of open Orders that may be accepted may be less than the notice periods required pursuant to the foregoing Section 2.1(d)(i), or may be no notice at all if Supplier determines that providing notice is not practical under the circumstances) to such discontinuation, suspension or substitution. Recipient and filledits Affiliates may not, and determine whether Supplier is able under any circumstances, attempt to manufacture any additional pull orders or quantities based on its manufacturing schedules, availability of raw materials and inputs, and any other constraints. Nothing herein shall require that Supplier undertake additional manufacturing of a PFAS Product if doing so would be inconsistent with Supplier’s exit of PFAS Products forward or otherwise build inventory that exceeds Recipient’s and PFAS Products. Recipient is responsible for all costs, expenses, and risk of damage and loss its Affiliates actual consumption in storing Products supplied as part of the final purchase schedule. Where Recipient does not request a final purchase schedule or where the Parties are unable to reach agreement on a final purchase schedulerelevant quarter. Supplier’s rights hereunder expressly include that Supplier may discontinue or reduce the quantity of PFAS Products available in its complete and sole discretiondiscretion at any time upon such advance prior notice that Supplier deems reasonable under the circumstances (which, for the avoidance of doubt, may be less than the notice periods required pursuant to Section 2.1(d)(i) or may be no notice at all if Supplier determines that providing notice is not practical under the circumstances), including reducing or rejecting the quantities identified in Product Forecasts, Demand Plans, Forecasts and/or Ordersorders, even if previously accepted.

Product Discontinuation; PFAS. (i) Except as set forth in Section 2.1(d)(ii), Supplier’s right to discontinue a Product is limited to an event of Force Majeure (subject to Section 10.2 of the Transition Services Agreement, as incorporated via Section 12.1)or 12.1) or situations where Supplier is taking such action to comply with applicable Law, including actual or anticipated enforcement actions, legal or regulatory concerns from agencies or other governmental authorities, permits or other operating approvals that may impact production, production or liabilities relating to operations. Supplier will give one year advance prior notice of discontinuation where the circumstances permit such a time period, otherwise Supplier will give advance notice as is practicable under the circumstances. For any Product discontinuation the SA Contacts will determine whether additional Product capacity exists beyond the relevant Forecast and/or historical purchase quantities and agree upon and document any final purchase quantities and timing. Where any Product discontinuation occurs under this Section 2.1(d)(i) and agreement on final purchase quantities cannot be reached in a reasonable amount of time, the matter will be escalated to the TCMA Sub-Committee. (ii) Supplier is planning to exit the manufacture and supply of Products consisting of, containing, or manufactured with the aid of, per- and polyfluoroalkyl substances (“PFAS” and such Products the “PFAS Products”). Recipient is fully aware of this exit. Within thirty (30) business days of Supplier providing notice of its discontinuation or suspension of the manufacturing, distribution or supply of any PFAS Products, the Parties will meet to discuss a final purchase schedule of such PFAS Product to allow Recipient to build a reasonable inventory of such PFAS Product (not to exceed the quantity of such PFAS Product supplied in the prior twelve (12) months). The TCMA Sub-Committee will confer on the availability of the PFAS Product, review the status of open Orders that may be accepted and filled, and determine whether Supplier is able to manufacture any additional quantities based on its manufacturing schedules, availability of raw materials and inputs, and any other constraints. Nothing herein shall require that Supplier undertake additional manufacturing of a PFAS Product if doing so would be inconsistent with Supplier’s exit of PFAS and PFAS Products. Recipient is responsible for all costs, expenses, and risk of damage and loss in storing Products supplied as part of the final purchase schedule. Where Recipient does not request a final purchase schedule or where the Parties are unable to reach agreement on a final purchase schedule. .Supplier’s rights hereunder expressly include that Supplier may discontinue or reduce the quantity of PFAS Products available in its complete and sole discretion, including reducing or rejecting the quantities identified in Product Forecasts, Demand Plans, and/or Orders, even if previously accepted.