Purchase and Supply of Products. 3.1 Within 90 days of the receiving from Distributor all necessary camera ready art work and product insert, Company shall provide Distributor [ * ] of the Present Product in accordance with the Specifications and within a further [ * ] shall provide Distributor [ * ] of the Present Product in accordance with the specifications.
3.2 By October 31, 2002, Distributor shall place an order for the Present Product of at least $2,000,000 at the price set forth in Section 5.1 below, which order shall be delivered by Company to Distributor on or before December 31, 2002. If Distributor fails to place the order referred to in this Section 3.2, Distributor shall be obliged to pay to Company the amount of $2,000,000 by December 31, 2002 in any event.
3.3 Upon the Effective Date, Distributor shall submit to Company a non-binding good faith estimate of its requirements of Product for the current Year broken down by quarters. Within and not later than September 30th of each Year of this Agreement, Distributor shall submit to Company a non-binding good faith estimate of its requirements of Product for the subsequent two Years broken down by quarters. The first Year of each two-Year estimate shall serve to amend the second Year of the previous two-Year estimate. The total amount and the quarterly breakdown estimated by Distributor for any Year, as amended by each annual estimate or as further amended in timely fashion, shall be known as the Forecast for such Year. [*]CONFIDENTIAL TREATMENT REQUESTED 4 CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION
3.4 Within and not later than ninety (90) days before the beginning of each calendar quarter during the term of this Agreement, Distributor shall place with Company a Firm Order for Product for that calendar quarter. Each Firm Order shall specify the quantity of Product ordered and the delivery date, provided that the terms and conditions of this Agreement shall prevail over any terms and conditions included in any purchase order used in ordering Product. Firm Orders for purchases for Products shall be submitted in writing to the Company at Company's address above or at such other address as Company may indicate in writing. Those orders shall bind Company if within the Forecast Range, and shall otherwise bind Company if accepted by it in writing if outside the Forecast Range. Company shall use reasonable efforts to accommodate orders higher than +50% of Forecast for any calendar quarter.
3.5 Distributor sh...
Purchase and Supply of Products. Xxxxx agrees to purchase, and AVIA Ashok agrees to supply, Products and Service Parts, in accordance with the terms of this Agreement, at the prices listed in Attachment A, provided that AVIA Ashok’s obligation to supply Products shall be conditioned upon AVIA Ashok’s acceptance of any changes to the specifications set forth on Attachment B.
Purchase and Supply of Products. The terms of the manufacture and supply of the Product will be contained in the Toll Manufacturing Agreement.
Purchase and Supply of Products. YZN shall purchase from ACL and ACL shall supply to YZN the products set forth below in this Article 2.(hereinafter collectively called “Products”), in addition to the products purchased by YZN from ACL under 1st P/C, in accordance with the provisions of This Contract :
Purchase and Supply of Products. 4.1 During the term of this Agreement, IMI will supply to Bayer and/or to its customers and Bayer or its customers will purchase from IMI the quantities of products, as applicable, as set forth in confirmed purchase orders pursuant to Section 5, meeting the specifications set forth in Appendix A, for such product in accordance with pricing set as per Appendix C.
4.2 Bayer will provide to IMI one (1) year non-binding rolling forecasts to be updated on a quarterly basis. Attached as Appendix D is Bayer's forecast covering the first year of this Agreement. IMI will use its best efforts to meet the Purchasing Party's forecasted requirements. If IMI at any time after receipt of a forecast, or of a purchase order sent by a Purchasing Party pursuant to Section 4.4 below, becomes aware of any potential difficulties in supplying the quantities of products stated, IMI will immediately advise the Purchasing Party in writing.
4.3 IMI will retain its rights to source the IMI After-market Supplies for all HSM Products made, used, sold, rented, leased, or serviced by Bayer provided IMI continues to provide such After-market Supplies to paying customers in reasonable quantities and within a reasonable period of time after receipt of purchase orders, as required for the continued normal operation of the HSM Products by end-user customers, and the conditions of Appendix C are adhered to. If particular after-market supplies are contained on Appendix A but a documented better product is available, i.e. a better stain, IMI shall have a period of no greater than ninety (90) days, unless otherwise mutually agreed upon, from written notice from Bayer, to add same to Appendix A or Bayer may source, and will use its reasonable best efforts to obtain the right for IMI to use or distribute, such supplies, as well, for its own customers.
Purchase and Supply of Products. 4.1 During the term of this Agreement, each party will supply to the other and the Purchasing Party will purchase from the Manufacturing Party the quantities of products, as applicable, as set forth in confirmed purchase orders pursuant to Section 5, meeting the specifications set forth in Appendix A, at prices stated in Section 2.1.
4.2 The prices listed in Appendix C reflect the unit price for orders placed during the first year of this Agreement. Either party may request adjustment of the price set forth in Appendix C for any particular product at twelve (12) month intervals from the date of this Agreement in accordance with Article 7 below, (based on variance of Direct Costs as provided in 2.1.2 with respect to the HSM Instrument). Either party may similarly request price reductions to reflect economies of scale and cost reductions resulting from value engineering and manufacturing improvements they have suggested. During the first year only, adjustment may be made in six (6) month intervals from the effective date of the Agreement. This six month adjustment clause shall not apply with regard to the Bayer Auto Sampler.
4.3 Each party will provide to the Manufacturing Party one (1) year non-binding rolling forecasts to be updated on a quarterly basis. Attached as Xxxxxxxx X-0 and D-2 is each party's forecast covering the first year of this Agreement. Each party will use its best efforts to meet the Purchasing Party's forecasted requirements. If a Manufacturing Party at any time after receipt of a forecast, or of a purchase order sent by a Purchasing Party pursuant to Section 4.4 below, becomes aware of any potential difficulties in supplying the quantities of products stated, the Manufacturing Party will immediately advise the Purchasing Party in writing.
Purchase and Supply of Products. (a) HERUSU shall purchase all its requirements for the Bulk Products from CNS. CNS shall exclusively supply the Bulk Products to HERUSU in the Territory. HERUSU shall perform Repackaging of the Bulk Products and sell the finished Products exclusively to EISAI in the Territory.
(b) CNS undertakes to supply HERUSU with such quantities of Bulk Products as may be agreed upon by the parties to be necessary and desirable to meet fully and promptly all demands from customers in the Territory as may be informed to HERUSU by the EISAI from time to time.
(c) Subject to the provisions of 2(b) above, HERUSU shall provide to CNS a good faith written estimate of its requirements of the Bulk Products for one (1) year, divided into monthly calendar periods two (2) months prior to the commencement of such year. Further, HERUSU shall provide monthly to CNS a three (3) months good faith written estimate of its requirement. If any of HERUSU's purchase orders issued in accordance with Section 4(a) for delivery in any month call for more than one hundred and twenty five percent (125%) of HERUSU's most recent three (3) months written estimate for that particular calendar month, CNS shall not be obligated, but shall use its reasonable endeavors to meet such order in full provided that CNS may extend the shipping date for such exceeding order by such reasonable period of time as is necessary in the circumstances.
(d) HERUSU shall promptly obtain customs clearances and other documentation for the importation of the Bulk Products.
Purchase and Supply of Products. Acceptance of Purchase Orders Reseller shall issue a purchase order referencing this Agreement and specifying the Products and purchase price. Any Purchase Order shall be for a value greater than ten thousand ($10,000) USD and include confirmation of quantities, equipment type, delivery dates, tax-exemption certificate number if applicable and other information as required and shall be subject to Barco's written acceptance (the “Purchase Order”). Barco shall not have any liability under a Purchase Order until such order is finally accepted by Barco. Any additional or conflicting terms included in a Purchase Order issued by Reseller shall be deemed issued for the convenience of Reseller only and are wholly inapplicable to purchases made hereunder. Barco may reject any Purchase Order on business, technical or financial grounds (including for the avoidance of doubt quantities materially exceeding the forecasts or delivery dates which cannot be committed) and Barco shall not be obligated to perform any work until such time the Reseller and Barco have reached a mutually acceptable agreement on Barco's objections.
Purchase and Supply of Products. Neose shall purchase its requirements of Products, in contemplation of sale under a BLA (commencing with the first validation batch), exclusively from BioGeneriX, and BioGeneriX shall supply Neose with such requirements of Products in accordance with the Specifications, and Neose shall reimburse BioGeneriX’s Allowable Costs for such Products.
Purchase and Supply of Products
