Basic Forecast Sample Clauses

Basic Forecast. (1) 15 Business Days before the 1st day of each calendar month, TearLab must submit to the Supplier a forecast of the quantity of the Product that TearLab expects to take delivery of in each of the next 12 months. This will be on the basis that: (a) Month 1 — will be a firm order for Product (Purchase Order), which the Supplier must accept and comply with, provided it is no more than 120% of the quantity specified in Month 2 of the prior forecast, does not breach the Upper Limit Rule below and is no more than the Monthly Manufacturing Limit; (b) Months 2 and 3 are constrained forecasts and cannot be more than 120% of the quantity specified in Months 3 and 4 respectively of the prior forecast; (c) Months 4 through 12 are best efforts forecasts by TearLab but are not binding in any way; and (d) The total of months 1 through to 6 multiplied by 1.2 represents an aggregate upper limit on the total orders for Product that the Supplier can be required to manufacture and deliver in that 6 month period (the Upper Limit Rule). [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (2) A Purchase Order constitutes an irrevocable offer in respect of the relevant month made by TearLab to the Supplier for the Product for the delivery of the Product to the Delivery Point all in accordance with the terms and conditions of this Agreement. Once received by the Supplier, the Purchase Order is firm and may not be cancelled or modified without the Supplier’s prior written consent. (3) Subject to clauses 4.1(4) and 4.2, the Supplier must accept a Purchase Order if the quantity of the Product the subject of the Purchase Order is no more than 120% of the most recent forecast for that month, it does not breach the Upper Limit Rule and is no more than the Monthly Manufacturing Limit (Complying Order). In addition, the Supplier agrees to use Commercially Reasonable Efforts to accept and satisfy an order which is not a Complying Order. In the event that TearLab places an order which is not a Complying Order, the Supplier shall: (a) accept the Purchase Order with respect to quantities that would mean the order is a Complying Order; and (b) notify TearLab in writing of those quantities (if any) exceeding such quantity as the Supplier is prepared to deliver, which together with the quantities accepted under clause 4.1(3)(a) will be taken ...