Common use of Purchase and Supply Commitment Clause in Contracts

Purchase and Supply Commitment. A. Buyer agrees that it and its Authorized Agents shall purchase, and Seller agrees to supply, a minimum commitment of 450,000 units of Palm Viewer Products per quarter during the Initial Term of this Agreement. Notwithstanding the foregoing, if Seller fails to meet the Performance Standards set forth in Exhibit F in all material respects, or otherwise fails to comply with material obligations hereunder, or Seller fails to make the minimum commitment available to Buyer in accordance with Buyer's orders in any quarter due to a Materials shortage or otherwise (not directly caused by Buyer), Buyer will be under no obligation to reach this minimum in any quarter of such material noncompliance but will be under this obligation in subsequent periods if such noncompliance is cured within the Initial Term. Notwithstanding the foregoing, any failure of Seller to make minimum commitments available to Buyer in accordance with Buyer's orders in any quarter shall only relieve Buyer of its obligation to reach its minimum commitment to the extent of such shortfall provided that Seller makes the remainder of such commitment available in such quarter in accordance with Buyer's orders. B. Any overage in purchase of Products of no more than 20% that occurs during any quarter will be credited towards the subsequent quarterly period and any deficit in purchase of Products of no more than 20% in any quarter may be made up in the next quarter to the extent there is not a deficit in such subsequent quarter. This minimum purchase commitment takes precedence over the Flexibility Parameters of Exhibit D. Failure to meet the commitment is subject to a ninety (90) day notice and cure period.

Purchase and Supply Commitment. A. Buyer agrees that it and its Authorized Agents shall purchase, and Seller agrees to supply, a minimum commitment of 450,000 units 5,000 production machine hours of Palm Viewer Products utilization per quarter at Buyer's Q2FY2000 standards on existing equipment as of the Effective Date for existing Products (or applicable standards as mutually agreed for new Products or new capital equipment for existing Products) during the Initial Term of this Agreement. Notwithstanding the foregoing, if Seller fails falls to meet the Performance Standards set forth in Exhibit F in all material respects, or otherwise fails to comply with material obligations hereunder, or Seller fails to make the minimum commitment available to Buyer in accordance with Buyer's orders in any quarter due to a Materials shortage or otherwise (not directly caused by Buyer), Buyer will be under no obligation to reach this minimum in any quarter of such material noncompliance but will be under this obligation in subsequent periods if such noncompliance is cured within the Initial Term. Notwithstanding the foregoing, any failure of Seller to make minimum commitments available to Buyer in accordance with Buyer's orders in any quarter shall only relieve Buyer of its obligation to reach its minimum commitment to the extent of such shortfall provided that Seller makes the remainder of such commitment available in such quarter in accordance with Buyer's orders. B. Any overage in purchase of Products of no more than 20[*]% that occurs during any quarter will be credited towards the subsequent quarterly period and any deficit in purchase of Products of no more than 20[*]% in any quarter may be made up in the next quarter to the extent there is not a deficit in such subsequent quarter. This minimum purchase commitment takes precedence over the Flexibility Parameters of Exhibit D. D; Failure to meet the commitment is subject to a ninety (90) day [*] notice and cure period.