Supply Constraints Sample Clauses
A Supply Constraints clause defines the limitations or conditions under which a party is obligated to provide goods or services. It typically outlines scenarios such as shortages, delays, or external factors that may impact the supplier’s ability to fulfill orders, and may specify procedures for notification or allocation of limited resources among customers. The core function of this clause is to manage expectations and allocate risk in situations where supply cannot meet demand, thereby protecting both parties from unforeseen disruptions.
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Supply Constraints. “Supply Constraint Situation” means a shortage of supply, components, materials or capacity affecting the supply of the Products or a particular Product that (a) is industry- or sector-wide, or (b) is caused by demand from TDK’s internal or external customers (including but not limited to Imation and its Subsidiaries). TDK will give Imation reasonable notice of any Supply Constraint Situation that may affect the supply of Products to Imation or any of its Subsidiaries which TDK has an obligation to supply under Section 4.1(c) (the “Supply Constraint Product”). TDK will use commercially reasonable efforts to give priority to orders for Supply Constraint Products other than those that are LTO Products from Imation and its Subsidiaries over orders from TDK’s other customers, subject to pre-existing commitments by TDK, during a Supply Constraint Situation; provided that Imation and its Subsidiaries, in the aggregate, are the largest customer of TDK by revenue and volume for the Supply Constraint Product in the six (6)-month period preceding TDK’s notice of a potential Supply Constraint Situation. Imation may, upon reasonable advance written notice to TDK, request that TDK allocate a Supply Constraint Product among Imation and its Subsidiaries; provided, that the total allocation for Imation and its Subsidiaries will not be increased or decreased thereby. In the event of a Supply Constraint Situation which is not caused in significant part by demand from Imation and its Subsidiaries, (i) the parties will negotiate in good faith a plan to alleviate the Supply Constraint Situation, including without limitation extending shipment dates, prioritizing certain Purchase Orders for the Supply Constraint Product and similar actions and (ii), if the parties are unable to agree upon such a plan with respect to such Supply Constraint Product, Imation will have a right to the extent TDK is unable to meet its commitments under Section 4.1(c) to purchase Supply Constraint Products from third parties for the duration of the Supply Constraint Situation and a reasonable transition period thereafter. Notwithstanding anything else in this Agreement or otherwise, the above priority and right to purchase Supply Constraint Products from a third party will be Imation’s sole remedy and TDK’s sole liability for shipment delays and failure to supply any Product during a Supply Constraint Situation and all of TDK’s obligations under this Agreement shall be expressly subject to the terms a...
Supply Constraints. In the event the Parties are procuring Licensed Product from the same third party contract manufacturer and a Party has any indications for a potentially upcoming shortage in materials required for manufacturing of Licensed Product and/or production capacity, then such Party will inform the other Party about such concern through the JMC, and the Parties will through the JMC discuss the situation, including exchange of forecasted amounts of Licensed Products needed for the period of such potential shortage. If the Parties identify a conflict for schedule availability and capacity with the Third Party contract manufacturer, then Parties will discuss solutions in good faith in the JMC and, through the JMC, the Parties shall [*].
Supply Constraints. In the event a Force Majeure event described in Section 10.1 hereof requires Baxter to limit deliveries and redistribute available supply of Recombinant Hemophilia Product, then Baxter will be relieved of its Base Level Product Volumes commitment. In such an event, Baxter will first make Recombinant Hemophilia Product available to meet Purchaser and other Hemophilia Specialty Pharmacy Providers' Base Level Product Volumes, the Prior Committed Volumes, the Government Program Committed Volumes and the PHS Committed Volumes (all four collectively referred to as "Firm Commitments"). If a Force Majeure event prevents Baxter from supplying the Firm Commitments, then Baxter's available supply will be made available on a pro-rata basis ▇▇ (i) customers with Firm Commitments, (ii) Baxter's emergency needs inventory, and (iii) customers wit▇ ▇▇▇▇▇▇usly accepted firm orders for delivery in that quarter. If Baxter's supply of Recombinant Hemophilia Product to Purcha▇▇▇ ▇▇ ▇educed as a result of pro-rata distribution pursuant to this Section 5.4, Purchaser's commitments to purchase Recombinant Hemophilia Product set forth in Sections 5.1 will be reduced by an equivalent amount.
Supply Constraints