Common use of Quantity Clause in Contracts

Quantity. 3.1 Unless otherwise stated in the Order, the Order is a requirements contract under which Buyer shall purchase all or a specified percentage of Buyer’s requirements (as determined solely by Buyer) of Supplies from Seller for the time period specified in the Order or, in the case of Supplies used in motor vehicle manufacturing, unless otherwise specified in the Order, for the length of the applicable vehicle manufacturer’s program production life (including model refreshes as determined by the vehicle manufacturer). If the Order states that it is a blanket order, Xxxxx commits to purchasing from Seller each of the Supplies and no more than 100% of Buyer's requirements of the Supplies. Under no circumstances shall Buyer be required to purchase from Seller more than 100% of Buyer's requirements for the Supplies or, except as otherwise stated herein, any specific volume or percentage of Buyer’s requirements for the Supplies. 3.2 From time to time Buyer may provide Seller with volume and/or quantity forecasts or projections for Buyer’s Supplies needs or the anticipated duration of the program, if any, for which the Supplies are being produced. Seller acknowledges that the volume/duration projections, unlike a Material Release, are not binding on Buyer. Seller acknowledges and agrees that (i) the volume/duration projections may be based upon information supplied to Buyer by Xxxxx’s Customer, contain variables and assumptions, some or all of which may change over time, may not have been accurate at the time that they were made, and/or are beyond the control of Buyer, (ii) Buyer makes no representation, warranty or guaranty of any kind or nature whatsoever as to the accuracy of the volume/duration projections,

Quantity. 3.1 Unless otherwise stated in the Order, the 6.1 This Purchase Order is a requirements contract under which Buyer shall will purchase and Seller will sell all or a specific percentage or percentage range of Buyer’s quantity requirements for the Products and/or Services as specified on the face of the Purchase Order. If a percentage or range of Buyer’s requirements (as determined solely by Buyer) of Supplies from Seller for is not specified on the time period specified in the Order or, in the case of Supplies used in motor vehicle manufacturing, unless otherwise specified in the Purchase Order, for or if the length of Purchase Order specifies the applicable vehicle manufacturer’s program production life (including model refreshes quantity as determined by the vehicle manufacturerzero, one, “blanket order(s). If the Order states that it is ,” “as released,” “see release,” “as scheduled,” “as directed,” or in a blanket ordersimilar fashion, Xxxxx commits then Buyer hereby agrees to purchasing from buy and Seller each of the Supplies and no more than hereby agrees to sell 100% of Buyer's requirements of the Supplies. Under no circumstances shall Buyer be required to purchase from Seller more than 100% of Buyer's requirements for the Supplies or, except as otherwise stated herein, any specific volume or percentage of Buyer’s requirements for the Supplies. 3.2 From time to time Buyer may provide Seller with volume and/or Products, and those quantity forecasts or projections for requirements will be reflected in the quantities set forth in Buyer’s Supplies needs Releases. If a percentage or a percentage range of Buyer’s requirements are specified on the anticipated duration of Purchase Order or elsewhere in the programContract, if anythis language controls over any other quantity term, for which the Supplies are being producedsuch “blanket order(s)”, “as released”, “as scheduled”, etc. Seller acknowledges that Buyer’s quantity requirements are dependent upon the volume/duration projections, unlike a Material Release, are not binding on Buyer. Seller acknowledges quantity requirements of Customers and agrees that (i) the volume/duration projections may be based upon information supplied to Buyer by Xxxxx’s Customer, contain variables and assumptions, some or all of which may change over time, may not have been accurate at the time that they were made, and/or are beyond be within the control of Buyer. To the extent this is a 100% requirements contract, Buyer may nonetheless purchase and use Products from other suppliers for the purposes of: (iia) trial production testing or similar purposes; (b) protecting against actual or potential shortages or disruptions in supply from Seller; and/or (c) in the event Seller fails to be competitive in terms of quality or Purchase Price of the Products and/or Services, or otherwise breaches the Contract. To the extent this is a requirements contract for less than 100% of Buyer’s requirements then, unless otherwise specifically stated in the Contract, the Contract is not exclusive and Buyer may purchase similar products or services from third parties. 6.2 Unless otherwise agreed in writing and signed by the Parties, the first two weeks of Buyer’s quantity requirements as stated in its Releases are considered firm orders. Beyond the two-week firm order period in a Release, any estimates of annual volume or other estimates, forecasts or projections of future anticipated volume or quantity requirements provided by Buyer in the Contract, Supplier Nomination Letter, or in the remainder of a given Release are provided for informational purposes only, shall not be binding upon Buyer, and may change from time to time, with or without notice to Seller, during the term of this Contract. Buyer makes no representation, warranty warranty, guaranty or guaranty commitment of any kind or nature whatsoever as nature, express or implied, regarding any forecasts provided to the Seller, including with respect to their accuracy of the volume/duration projections,or completeness.

Quantity. 3.1 Unless otherwise stated in the Order, the Order is a requirements contract under which Buyer shall purchase all or a specified percentage of Buyer’s requirements (as determined solely by Buyer) of Supplies from Seller for the time period specified in the Order or, in the case of Supplies used in motor vehicle manufacturing, unless otherwise specified in the Order, for the length of the applicable vehicle manufacturer’s program production life (including model refreshes as determined by the vehicle manufacturer). If the Order states that it is a blanket order, Xxxxx commits to purchasing from Seller each of the Supplies and no more than 100% of Buyer's requirements of the Supplies. These orders are further subject to the Buyer issuing a release for specific quantities. Under no circumstances shall Buyer be required to purchase from Seller more than 100% of Buyer's requirements for the Supplies or, except as otherwise stated herein, any specific volume or percentage of Buyer’s requirements for the Supplies. 3.2 From time to time Buyer may provide Seller with volume and/or quantity forecasts or projections for Buyer’s Supplies needs or the anticipated duration of the program, if any, for which the Supplies are being produced. Seller acknowledges that the volume/duration projections, unlike a Material Release, are not binding on Buyer. Seller acknowledges and agrees that (i) the volume/duration projections may be based upon information supplied to Buyer by XxxxxBuyer’s Customer, contain variables and assumptions, some or all of which may change over time, may not have been accurate at the time that they were made, and/or are beyond the control of Buyer, (ii) Buyer makes no representation, warranty or guaranty of any kind or nature whatsoever as to the accuracy of the volume/duration projections,, (iii) Buyer shall not have any obligation to correct or update any volume/duration projection (iv) the actual volumes/duration of Xxxxx’s Supplies needs could be materially more or less than what was projected, and (v) Seller’s reliance upon a volume/duration projection is at its own risk. 3.3 Buyer may require Seller, at Seller’s expense, to participate in electronic data interchange or similar inventory management program for notification of Material Releases, shipping confirmation and/or other information relating to the Order.

Quantity. 3.1 Unless otherwise stated in the Order, the Order is a requirements contract under which Buyer shall purchase all or a specified percentage (a) The quantities to be sold and delivered at each point of Buyer’s requirements (as determined solely by Buyer) of Supplies from Seller for the time period delivery specified in the Order or, applicable Special Provisions (the “Point of Delivery”) during each month or other specified delivery period shall conform to those set forth in the case of Supplies used in motor vehicle manufacturing, unless otherwise specified in the Order, for the length Special Provisions of the applicable vehicle manufacturer’s program production life (including model refreshes as determined by the vehicle manufacturer)Contract. If the Order states that it is Special Provisions set forth a blanket orderrange of quantities, Xxxxx commits then the deliveries shall be within the minimum and maximum volumes within such range. Quantities made available by Seller but not purchased by Buyer may not be carried forward without Xxxxxx’s written consent. Except as may be required by law, Seller has no obligation whatsoever to purchasing from Seller each sell or deliver to Buyer any quantities in excess of the Supplies monthly quantity specifically set forth in a Contract, regardless of whether quantities in excess of such quantities may have been sold and delivered in any preceding month or months. At any time during the term of a Contract, Seller and Buyer may mutually elect to sell and purchase additional quantities in accordance with and subject to the terms and conditions contained in the Contract, by supplementing the Contract as to such quantities. (b) Seller may impose allocation of any Products where Seller determines, in good faith and at its sole election, that such allocation is required by applicable law, regulation, governmental authority, or due to a Force Majeure Event. Seller shall provide Buyer prior written notice prior to any such allocation. Seller shall have no more than 100% of Buyer's requirements obligation to make up any shortage resulting from an allocation hereunder. Furthermore, this Contract shall not be construed in any way to require Seller to purchase Product or transfer Product from another refinery to supply any or all of the Suppliescontract volume hereunder. (c) If Seller plans to cease producing or processing Product at Seller’s facility(ies) supplying the Contract, then Seller may, with ninety (90) days prior notice to Buyer, without liability, cease supplying such Product under the Contract to the extent Seller is unable to supply such Product, for any reason, as a result of such cessation, and Seller may terminate the Contract; provided, however, that during such ninety (90) day period Seller shall use commercially reasonable efforts to procure all Product volumes previously nominated by Xxxxx, in accordance with terms of this agreement, including pricing and points of delivery. (d) Xxxxx expressly agrees and accepts that in case of a reduction in the total supply of Product available to the Seller directly or indirectly due to Force Majeure or acts of any governmental authority or by a group of oil producing nations or by the effect of any Applicable Laws, Seller may first satisfy its needs and those of its affiliates before allocating any remaining available supply of Product. Under no circumstances whatsoever, shall Buyer Seller be required to purchase additional quantities of Product to fulfill contractual requirements hereunder. Should Seller so purchase additional Product from Seller more than 100% of other sources, it shall not be required to allocate such Product to Buyer's requirements for the Supplies or, except as otherwise stated herein, any specific volume or percentage of Buyer’s requirements for the Supplies. 3.2 From time to time Buyer may provide Seller with volume and/or quantity forecasts or projections for Buyer’s Supplies needs or the anticipated duration of the program, if any, for which the Supplies are being produced. Seller acknowledges that the volume/duration projections, unlike a Material Release, are not binding on Buyer. Seller acknowledges and agrees that (i) the volume/duration projections may be based upon information supplied to Buyer by Xxxxx’s Customer, contain variables and assumptions, some or all of which may change over time, may not have been accurate at the time that they were made, and/or are beyond the control of Buyer, (ii) Buyer makes no representation, warranty or guaranty of any kind or nature whatsoever as to the accuracy of the volume/duration projections,

Quantity. 3.1 Unless otherwise stated a) As noted above in Section 3.2(a) above, the Buyers shall purchase from Seller [ * * * ] of their requirements for the PET Products for those of Buyers’ filling locations (plants) set out in Schedule B. b) On its part, Seller shall make available for sale to the Buyers a quantity of Containers up to [ * * * ], and Preforms up to [ * * * ], of the lower of the applicable Annual Forecast or mutually agreed Revised Forecast, by package, size, and Period as so noted in the Orderapplicable Annual or mutually agreed Revised Forecast. Seller shall use its commercially reasonable efforts to supply any amounts of Containers in excess of [ * * * ], and Preforms in excess of [ * * * ], of the Order Annual Forecast or mutually [ * * * ] Confidential treatment requested. Supply Agreement CONFIDENTIAL agreed Revised Forecast requirements by Container and Preform by package size and Period. To the extent that the Seller is a requirements contract under which unable to supply any portion of these excess quantities, Buyer shall purchase all have the right to source such Containers and Preforms from alternate sources at Buyers’ expense during the Period in which Seller cannot so supply. Any PET Products purchased from alternate sources as a result of Seller’s inability to supply Containers up to [ * * * ], and Preforms up to [ * * * ], of the lower of the applicable Annual Forecast or a specified percentage of Buyer’s requirements (mutually agreed Revised Forecast, will be credited against the then Annual Forecast or mutually agreed Revised Forecast and considered as determined solely PET Products supplied by Buyer) of Supplies from Seller for the time period specified in the Order or, in the case of Supplies used in motor vehicle manufacturing, unless otherwise specified in the Order, for the length purpose of the applicable vehicle manufacturer’s program production life (including model refreshes as determined by Buyers’ purchase obligation under this Agreement. Buyers shall receive no credit against the vehicle manufacturer). If the Order states that it is a blanket order, Xxxxx commits to purchasing then Annual or mutually agreed Revised Forecast for PET Products purchased from Seller each of the Supplies and no more than 100% of Buyer's requirements of the Supplies. Under no circumstances shall Buyer be required to purchase from Seller more than 100% of Buyer's requirements alternate sources for the Supplies or, except as otherwise stated herein, any specific volume or percentage of Buyer’s requirements for the Supplies. 3.2 From time to time Buyer may provide Seller with volume and/or quantity forecasts or projections for Buyer’s Supplies needs or the anticipated duration of the program, if any, for which the Supplies are being produced. Seller acknowledges that the volume/duration projections, unlike a Material Release, are not binding on Buyer. Seller acknowledges and agrees that (i) the volume/duration projections may be based upon information supplied quantity exceeding Containers up to Buyer by Xxxxx’s Customer[ * * * ], contain variables and assumptionsPreforms up to [ * * * ] of the lower of the applicable Annual Forecast or mutually agreed Revised Forecast., some or all of which may change over time, may not have been accurate at the time that they were made, and/or are beyond the control of Buyer, and (ii) Buyer makes no representationthe quantity Seller may have agreed to cede to an alternate supplier as part of the Annual or Revised Forecast review and confirmation process. In recognition of the fact that Buyers’ different PET Products have different demand volatility, warranty or guaranty of any kind or nature whatsoever as the parties may, subject to written mutual consent, allow exceptions to the accuracy above [ * * * ] and [ * * * ] requirements for specific PET Products for specific time periods. c) Should PCAM’s Annual Forecast or Revised Forecast exceed the Schedule B estimated volume during any Contract Year, PCAM may opt to amend Schedule B by removing some locations and/or PET Product volumes and replace such items with PET Product volumes from a new Buyer filling location(s) of equivalent or higher volume, and with materially similar economic value to Seller. Such removal and replacement shall not materially alter the [ * * * ] sold to the Buyers. Seller’s acceptance of such removal and replacement will not be unreasonably withheld, delayed, or conditioned. 4.2 It is anticipated that Seller will supply PET Products from its manufacturing facilities (source) specified in Schedule B to the corresponding Buyers’ filling locations in the quantity and mix also specified in Schedule B, or an updated Schedule B as agreed to by the parties. However, all PET Products purchased by Buyers from Seller during a Contract Year for these locations will be credited towards the Annual Forecast or mutually agreed Revised Forecast. (a) Any changes in Seller’s manufacturing facilities specified in Schedule B to a Buyer’s corresponding identified filling location as listed in Schedule B will be by mutual agreement of the parties; provided, however, that each party’s agreement will not be unreasonably withheld, delayed, or conditioned. However, a material change in Seller’s economic value or a Buyer’s cost to procure the subject or affected supply would be reason to withhold such agreement. [ * * * ] Confidential treatment requested. Supply Agreement CONFIDENTIAL (b) Any changes in the Buyers’ filling locations as listed in Schedule B will be by mutual agreement of both parties; provided, however, that Seller’s agreement will not be unreasonably withheld, delayed, or conditioned. However, a material change in Seller’s economic value or Buyer’s cost to procure the subject or impacted supply would be reason to withhold agreement. (c) In the event a Buyer intends to convert Container requirements to Preform requirements during the Term, PCAM shall notify Seller of such intent as soon as commercially reasonable. Upon such conversion of Container requirements to Preform requirements, Seller shall have the right to supply such Preforms at the Contract Prices. In the event Seller closes a production location due to a Buyer’s conversion from Container requirements to Preform requirements, [ * * * ]. (d) In the event of such Container requirement changes due to Buyer plant closure or consolidation, Buyer shall use commercially reasonable efforts to cause Seller to retain, recover or replace such Container volume/duration projections,. (e) In the event Buyer acquires a Seller customer, Seller shall [ * * * ] during the Term, and any change in pricing for such volume shall be [ * * * ] following the closing date of the acquisition.

Quantity. 3.1 Unless otherwise stated in the Order, the Order is a requirements contract under which Buyer shall purchase all or a specified percentage of Buyer’s requirements (as determined solely by Buyer) of Supplies from Seller for the time period specified in the Order or, in the case of Supplies used in motor vehicle manufacturing, unless otherwise specified in the Order, for the length of the applicable vehicle manufacturer’s program production life (including model refreshes as determined by the vehicle manufacturer). If the Order states that it is a blanket order, Xxxxx commits to purchasing from Seller each of the Supplies and no more than 100% of Buyer's ’s requirements of the Supplies. Under no circumstances shall Buyer be required to purchase from Seller more than 100% of Buyer's ’s requirements for the Supplies or, except as otherwise stated herein, any specific volume or percentage of Buyer’s requirements for the Supplies. 3.2 From time to time Buyer may provide Seller with volume and/or quantity volume/duration forecasts or projections for Buyer’s Supplies needs or the anticipated duration of the program, if any, for which the Supplies are being produced. Seller acknowledges that the volume/duration projections, unlike a Material Release, are not binding on Buyer. Seller acknowledges and agrees that that: (i) the volume/duration projections may be based upon information supplied to Buyer by XxxxxBuyer’s Customer, contain variables and assumptions, some or all of which may change over time, may not have been accurate at the time that they were made, and/or are beyond the control of Buyer, ; (ii) Buyer makes no representation, warranty or guaranty of any kind or nature whatsoever as to the accuracy of the volume/duration projections,; (iii) Buyer shall not have any obligation to correct or update any volume/duration projection;

Quantity. 3.1 Unless (a) Subject to the terms of this Agreement (including, without limitation, Section 2.6), Purchaser will purchase exclusively from Seller Purchaser's total Requirements for Products. Subject to the terms of this Agreement, Seller will sell to Purchaser the Purchaser's total Re- quirements for Products. Products delivered to the Purchaser hereunder will have the same specifications as Products manufactured by Seller as of the date of this Agreement unless otherwise stated agreed by the parties. (b) It is expressly agreed by the parties hereto that in the Order, the Order is a requirements contract under which Buyer shall purchase all or a specified percentage of Buyer’s requirements (as determined solely by Buyer) of Supplies no event may Purchaser acquire Products from Seller for the time period specified in the Order or, in the case of Supplies used in motor vehicle manufacturing, unless otherwise specified in the Order, resale to any other party but only for the length of the applicable vehicle manufacturer’s program production life (including model refreshes as determined use by the vehicle manufacturer). If the Order states that it is a blanket order, Xxxxx commits to purchasing from Seller each of the Supplies and no more than 100% of Buyer's requirements of the Supplies. Under no circumstances shall Buyer be required to purchase from Seller more than 100% of Buyer's requirements for the Supplies or, except Purchaser as otherwise stated herein, any specific volume or percentage of Buyer’s requirements for the Supplies. 3.2 From time to time Buyer may provide Seller with volume and/or quantity forecasts or projections for Buyer’s Supplies needs or the anticipated duration of the program, if any, for which the Supplies are being produced. Seller acknowledges that the volume/duration projections, unlike a Material Release, are not binding on Buyer. Seller acknowledges and agrees that (i) a component in the volume/duration projections may be based upon information supplied to Buyer production or fabrication for sale of a complete Climate Control System or as a part of a kit for sale by Xxxxx’s Customer, contain variables and assumptions, some the Purchaser or all of which may change over time, may not have been accurate at the time that they were made, and/or are beyond the control of Buyer, (ii) Buyer makes no representationfor sale by the Purchaser as part of a kit and/or Cassette (as defined in the Master Agreement) to its Affiliates or its Strategic Partners for inclusion in a complete Climate Control System. (c) If Seller completely exits the business of producing Products, warranty or guaranty of any kind or nature whatsoever as Seller will give Purchaser 180 days advance notice, and Purchaser shall have the option to acquire from Seller the accuracy assets and related liabilities of the volume/duration projections,Products production business for fair market value, as determined without giving any value to such business as an on-going concern. (d) The parties acknowledge that Seller may manufacture and sell to third parties any products including Products, components of Products or Climate Control Systems; provided, however, that Seller shall not have the right to sell or license others to sell desiccant Products or Climate Control Systems containing desiccant Products for standalone supermarkets, ice rinks and pachinko halls in North America, Japan and Korea for seven years from the date hereof; provided, further, that if Purchaser does not meet aggregate the sales requirement for such markets, which shall be 1997 actual aggregate sales for such markets compounded by a ____ growth rate for each year thereafter, the restriction in the next preceding proviso for such markets shall be null and void and of no further force and effect and Seller shall thereafter have the right to sell Products for standalone supermarkets, ice rinks and pachinko halls in North America, Japan and Korea.

Quantity. 3.1 Unless otherwise stated in 6.1 To the Orderextent US law applies, the this Purchase Order is a requirements contract under which Buyer shall will purchase and Seller will sell all or a specific percentage or percentage range of Buyer’s quantity requirements for the Products and/or Services as specified on the face of the Purchase Order. In case of and limited to a requirements contract under US law, if a percentage or range of Buyer’s requirements (as determined solely by Buyer) of Supplies from Seller for is not specified on the time period specified in the Order or, in the case of Supplies used in motor vehicle manufacturing, unless otherwise specified in the Purchase Order, for or if the length of Purchase Order specifies the applicable vehicle manufacturer’s program production life (including model refreshes quantity as determined by the vehicle manufacturerzero, one, “blanket order(s). If the Order states that it is ,” “as released,” “see release,” “as scheduled,” “as directed,” or in a blanket ordersimilar fashion, Xxxxx commits then Buyer hereby agrees to purchasing from buy and Seller each of the Supplies and no more than hereby agrees to sell 100% of Buyer's requirements of the Supplies. Under no circumstances shall Buyer be required to purchase from Seller more than 100% of Buyer's requirements for the Supplies or, except as otherwise stated herein, any specific volume or percentage of Buyer’s requirements for the Supplies. 3.2 From time to time Buyer may provide Seller with volume and/or Products, and those quantity forecasts or projections for requirements will be reflected in the quantities set forth in Buyer’s Supplies needs Releases. If a percentage or a percentage range of Buyer’s requirements are specified on the anticipated duration of Purchase Order or elsewhere in the programContract, if anythis language controls over any other quantity term, for which the Supplies are being producedsuch “blanket order(s)”, “as released”, “as scheduled”, etc. Seller acknowledges that Buyer’s quantity requirements are dependent upon the volume/duration projections, unlike a Material Release, are not binding on Buyer. Seller acknowledges quantity requirements of Customers and agrees that (i) the volume/duration projections may be based upon information supplied to Buyer by Xxxxx’s Customer, contain variables and assumptions, some or all of which may change over time, may not have been accurate at the time that they were made, and/or are beyond be within the control of Buyer. To the extent this is a 100% requirements contract, Buyer may nonetheless purchase and use Products from other suppliers for the purposes of: (iia) trial production testing or similar purposes; (b) protecting against actual or potential shortages or disruptions in supply from Seller, as expressly provided below; and/or (c) in the event Seller fails to be competitive in terms of quality or Purchase Price of the Products and/or Services, or otherwise breaches the Contract. To the extent this is a requirements contract for less than 100% of Buyer’s requirements then, unless otherwise specifically stated in the Contract, the Contract is not exclusive and Buyer may purchase similar products or services from third parties. 6.2 Unless otherwise agreed in writing and signed by the Parties, the first two weeks of Buyer’s quantity requirements as stated in its Releases (if appliable) are considered firm orders. Beyond the two-week firm order period in a Release, any estimates of annual volume or other estimates, forecasts or projections of future anticipated volume or quantity requirements provided by Buyer in the Contract, Supplier Nomination Letter, or in the remainder of a given Release are provided for informational purposes only, shall not be binding upon Buyer, and may change from time to time, with or without notice to Seller, during the term of this Contract. Buyer makes no representation, warranty warranty, guaranty or guaranty commitment of any kind or nature whatsoever as nature, express or implied, regarding any forecasts provided to the Seller, including with respect to their accuracy of the volume/duration projections,or completeness.

Quantity. 3.1 Unless otherwise stated in the Order, the Order is a requirements contract under which Buyer shall purchase all or a specified percentage of Buyer’s requirements (as determined solely by Buyer) of Supplies from Seller for the time period specified in the Order or, in the case of Supplies used in motor vehicle manufacturing, unless otherwise specified in the Order, for the length of the applicable vehicle manufacturer’s program production life (including model refreshes as determined by the vehicle manufacturer). If the Order states that it is a blanket order, Xxxxx commits to purchasing from Seller each of the Supplies and no more than 100% of Buyer's ’s requirements of the Supplies. Under no circumstances shall Buyer be required to purchase from Seller more than 100% of Buyer's ’s requirements for the Supplies or, except as otherwise stated herein, any specific volume or percentage of Buyer’s requirements for the Supplies. 3.2 From time to time Buyer may provide Seller with volume and/or quantity volume/duration forecasts or projections for Buyer’s Supplies needs or the anticipated duration of the program, if any, for which the Supplies are being produced. Seller acknowledges that the volume/duration projections, unlike a Material Release, are not binding on Buyer. Seller acknowledges and agrees that that: (i) the volume/duration projections may be based upon information supplied to Buyer by XxxxxBuyer’s Customer, contain variables and assumptions, some or all of which may change over time, may not have been accurate at the time that they were made, and/or are beyond the control of Buyer, ; (ii) Buyer makes no representation, warranty or guaranty of any kind or nature whatsoever as to the accuracy of the volume/duration projections,; (iii) Buyer shall not have any obligation to correct or update any volume/duration projection; (iv) the actual volume/duration of Buyer’s Supplies needs could be materially more or less than what was projected; and (v) Seller’s reliance upon a volume/duration projection is at its own risk. 3.3 Buyer may require Seller, at Seller’s expense, to participate in electronic data interchange or similar inventory management program for notification of Material Releases, shipping confirmation and/or other information relating to the Order.

Quantity. 3.1 Unless otherwise stated in the Order, the Order is a requirements contract under which Buyer shall purchase all or a specified percentage of Buyer’s requirements (as determined solely by Buyer) of Supplies from Seller for the time period specified in the Order or, in the case of Supplies used in motor vehicle manufacturing, unless otherwise specified in the Order, for the length of the applicable vehicle manufacturer’s program production life (including model refreshes as determined by the vehicle manufacturer). If the Order states that it is a blanket order, Xxxxx commits to purchasing from Seller each of the Supplies and no more than 100% of Buyer's requirements of the Supplies. These orders are further subject to the Buyer issuing a release for specific quantities. Under no circumstances shall Buyer be required to purchase from Seller more than 100% of Buyer's requirements for the Supplies or, except as otherwise stated herein, any specific volume or percentage of Buyer’s requirements for the Supplies. 3.2 From time to time Buyer may provide Seller with volume and/or quantity forecasts or projections for Buyer’s Supplies needs or the anticipated duration of the program, if any, for which the Supplies are being produced. Seller acknowledges that the volume/duration projections, unlike a Material Release, are not binding on Buyer. Seller acknowledges and agrees that (i) the volume/duration projections may be based upon information supplied to Buyer by Xxxxx’s Customer, contain variables and assumptions, some or all of which may change over time, may not have been accurate at the time that they were made, and/or are beyond the control of Buyer, (ii) Buyer makes no representation, warranty or guaranty of any kind or nature whatsoever as to the accuracy of the volume/duration projections,

Quantity. 3.1 Unless otherwise stated in the Order, the Order is a requirements contract under which Buyer shall purchase all or a specified percentage (a) The quantities to be sold and delivered at each point of Buyer’s requirements (as determined solely by Buyer) of Supplies from Seller for the time period delivery specified in the Order or, applicable Special Provisions (the “Point of Delivery”) during each month or other specified delivery period shall conform to those set forth in the case of Supplies used in motor vehicle manufacturing, unless otherwise specified in the Order, for the length Special Provisions of the applicable vehicle manufacturer’s program production life (including model refreshes as determined by the vehicle manufacturer)Contract. If the Order states that it is Special Provisions set forth a blanket orderrange of quantities, Xxxxx commits then the deliveries shall be within the minimum and maximum volumes within such range. Quantities made available by Seller but not purchased by Buyer may not be carried forward without Xxxxxx’s written consent. Except as may be required by law, Seller has no obligation whatsoever to purchasing from Seller each sell or deliver to Buyer any quantities in excess of the Supplies monthly quantity specifically set forth in a Contract, regardless of whether quantities in excess of such quantities may have been sold and delivered in any preceding month or months. At any time during the term of a Contract, Seller and Buyer may mutually elect to sell and purchase additional quantities in accordance with and subject to the terms and conditions contained in the Contract, by supplementing the Contract as to such quantities. (b) Seller may impose allocation of any Products where Seller determines, in good faith and at its sole election, that such allocation is required by applicable law, regulation, governmental authority, or due to a Force Majeure Event. Seller shall provide Buyer prior written notice prior to any such allocation. Seller shall have no more than 100% of Buyer's requirements obligation to make up any shortage resulting from an allocation hereunder. Furthermore, this Contract shall not be construed in any way to require Seller to purchase Product or transfer Product from another refinery to supply any or all of the Suppliescontract volume hereunder. (c) If Seller plans to cease producing or processing Product at Seller’s facility(ies) supplying the Contract, then Seller may, with ninety (90) days prior notice to Buyer, without liability, cease supplying such Product under the Contract to the extent Seller is unable to supply such Product, for any reason, as a result of such cessation, and Seller may terminate the Contract; provided, however, that during such ninety (90) day period Seller shall use commercially reasonable efforts to procure all Product volumes previously nominated by Buyer, in accordance with terms of this agreement, including pricing and points of delivery. (d) Xxxxx expressly agrees and accepts that in case of a reduction in the total supply of Product available to the Seller directly or indirectly due to Force Majeure or acts of any governmental authority or by a group of oil producing nations or by the effect of any Applicable Laws, Seller may first satisfy its needs and those of its affiliates before allocating any remaining available supply of Product. Under no circumstances whatsoever, shall Buyer Seller be required to purchase additional quantities of Product to fulfill contractual requirements hereunder. Should Seller so purchase additional Product from Seller more than 100% of other sources, it shall not be required to allocate such Product to Buyer's requirements for the Supplies or, except as otherwise stated herein, any specific volume or percentage of Buyer’s requirements for the Supplies. 3.2 From time to time Buyer may provide Seller with volume and/or quantity forecasts or projections for Buyer’s Supplies needs or the anticipated duration of the program, if any, for which the Supplies are being produced. Seller acknowledges that the volume/duration projections, unlike a Material Release, are not binding on Buyer. Seller acknowledges and agrees that (i) the volume/duration projections may be based upon information supplied to Buyer by Xxxxx’s Customer, contain variables and assumptions, some or all of which may change over time, may not have been accurate at the time that they were made, and/or are beyond the control of Buyer, (ii) Buyer makes no representation, warranty or guaranty of any kind or nature whatsoever as to the accuracy of the volume/duration projections,

Quantity. 3.1 Unless otherwise stated in the Order, the Order is a requirements contract under which Buyer shall purchase all or a specified percentage of Buyer’s requirements (as determined solely by Buyer) of Supplies from Seller for the time period specified in the Order or, in the case of Supplies used in motor vehicle manufacturing, unless otherwise specified in the Order, for the length of the applicable vehicle manufacturer’s program production life (including model refreshes as determined by the vehicle manufacturer). If the Order states that it is a blanket order, Xxxxx commits to purchasing from Seller each of the Supplies and no more than 100% 100 of Buyer's requirements of the Supplies. Under no circumstances shall Buyer be required to purchase from Seller more than 100% 100 of Buyer's requirements for the Supplies or, except as otherwise stated herein, any specific volume or percentage of Buyer’s requirements for the Supplies. 3.2 From time to time Buyer may provide Seller with volume and/or quantity forecasts or projections for Buyer’s Supplies needs or the anticipated duration of the program, if any, for which the Supplies are being produced. Seller acknowledges that the volume/duration projections, unlike a Material Release, are not binding on Buyer. Seller acknowledges and agrees that (i) the volume/duration projections may be based upon information supplied to Buyer by XxxxxBuyer’s Customer, contain variables and assumptions, some or all of which may change over time, may not have been accurate at the time that they were made, and/or are beyond the control of Buyer, (ii) Buyer makes no representation, warranty or guaranty of any kind or nature whatsoever as to the accuracy of the volume/duration projections,, (iii) Buyer shall not have any obligation to correct or update any volume/duration projection (iv) the actual volumes/duration of Xxxxx’s Supplies needs could be materially more or less than what was projected, and (v) Seller’s reliance upon a volume/duration projection is at its own risk. 3.3 Buyer may require Seller, at Seller’s expense, to participate in electronic data interchange or similar inventory management program for notification of Material Releases, shipping confirmation and/or other information relating to the Order.