QUANTITY AND PLANNING Sample Clauses

QUANTITY AND PLANNING. (i) SELLER will sell to BUYER and BUYER shall purchase Oral Care layer as set forth in Exhibit 2.1 (“GOODS”) in accordance with the AGREEMENT. In accordance with current practices, BUYER shall provide SELLER with a non-binding [*] purchase forecast for GOODS, detailing the volumes for each product by month, including requirements for launch quantities, retail product, sampling and promotions. [*] prior to the start of each succeeding calendar quarter, BUYER shall provide SELLER a new non-binding purchase forecast for GOODS detailing the projected volumes for each consecutive[*] period (each a “ROLLING FORECAST”). By way of example, on each [*], a ROLLING FORECAST will be submitted for the [*] period beginning on [*]; on each [*], a ROLLING FORECAST will be submitted for the [*] period beginning on [*]; and on each [*], a ROLLING FORECAST will be submitted for the [*] period beginning on [*]; and on [*], a ROLLING FORECAST will be submitted for the [*] period beginning on [*]. (ii) SELLER and BUYER will collaborate to set the master production schedule based on BUYER’s forecasts. The PARTIES will endeavor to accommodate fluctuations in BUYER’s demand. The ROLLING FORECASTS as submitted above will dictate the average [*] volumes for the upcoming [*] and all PURCHASE ORDERS, as defined below, submitted during that quarter will be at the corresponding price for that CAPACITY WINDOW, regardless of the actual [*] PURCHASE ORDER levels. A CAPACITY WINDOW (“CAPACITY WINDOW”) is the set of volume ranges of production available for the order of GOODS as set forth in Exhibit 3.1. So long as the average [*] volumes within a [*] submitted in PURCHASE ORDERS during any given calendar [*] remain within the CAPACITY WINDOW determined by the ROLLING FORECAST submitted prior to that [*], the PARTIES agree to “smooth out” the manufacture of the GOODS to meet BUYER’s delivery schedule as provided in the [*] PURCHASE ORDERS and to maximize the efficiency of SELLER’s production staffing schedule. For the avoidance of doubt, if BUYER submits a [*] PURCHASE ORDER for GOODS outside of the amount in the CAPACITY WINDOW, SELLER will accept such PURCHASE ORDER if the total average [*] volumes remain within the applicable CAPACITY WINDOW. (iii) Additionally, BUYER will submit PURCHASE ORDERS on a [*] basis in accordance with Section 2.2, which shall include [*] of firm production orders and [*] of estimated planned orders in the system. The firm production orders combined with the pla...