Binding Forecast Sample Clauses

Binding Forecast. Buyer shall provide Seller a [*****] (“Binding Forecast”). If Buyer fails to purchase the volume of Product provided in the Binding Forecast (for reasons other than (a) as provided in Section 8 of the Dow H&E GENERAL TERMS AND CONDITIONS, (b) a failure of Seller to deliver product in accordance with the quality specifications, (c) non-purchases of Product occurs at the fault of Seller, or (d) for any reasons set forth in Sections 18, 19, or 20 of this Contract), then Buyer shall pay the Price of Product multiplied by the difference in metric tons between the Binding Forecast and the quantity of Product actually purchased by Buyer in the applicable calendar month.
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Binding Forecast. The quantities of Product identified in Table 1 in Exhibit B represent the Parties’ current binding commitment (the “Binding Forecast”) for the manufacture and purchase of [***] Batches of bulk drug substance (“DS”) and [***] Batches of drug product (“DP”) distributed during each calendar quarter of 2018 at the prices agreed in the Proposal. The volumes of [***] Batches of DS and [***] Batch of DP specifically set forth in Table 2 of Exhibit 2 correspond to the minimum quantities for 2018 (the “Minimum Quantities”). Upon execution of this LOI, Immunomedics shall issue separate purchase orders (each a “Purchase Order”) for the Minimum Quantities of Product and for the Material Costs (as defined below in Section 5). The Purchase Order shall specify each manufacturing dates within such calendar quarter respectively for DS or DP, as set forth in Table 1. As used herein, “Batch” with respect to DS shall mean theoretical [***] Liters (10mg/mL per vial) and “Batch” with respect to DP shall mean theoretical [***] vials.
Binding Forecast. [*****]. If Buyer fails to purchase the volume of Product provided in the Binding Forecast (for reasons other than (a) as provided in Section 8 of the Dow H&E GENERAL TERMS AND CONDITIONS, (b) a failure of Seller to deliver product in accordance with the quality specifications, (c) non purchases of Product occurs at the fault of Seller, or (d) for any reasons set forth in Sections 13 or 14 of this Contract), then Buyer shall pay the Price of Product multiplied by the difference in metric tons between the Binding Forecast for Terneuzen or Boehlen, as applicable, and the quantity of Product actually purchased by Buyer in the applicable calendar month.
Binding Forecast. 5.16.2 Orders in Excess of Forecast. * * *.
Binding Forecast. On or before [**], and on the [**] thereafter, Customer shall submit to Brammer a rolling [**] Batch forecast of Customer’s anticipated demand for Product (each, a “Forecast”). The [**] of any Forecast shall be binding and non-cancellable by Customer once accepted by Brammer (the “Binding Forecast”), provided always that Brammer may only object to any Binding Forecast if it would result in Customer exceeding the Maximum Purchase Commitment in such Calendar Year. In the event that Brammer is unable to accept any changes by Customer to the prior [**] Forecast, Brammer will notify Customer within [**] of receiving the amended Binding Forecast and propose a reasonable alternative to meet Customer’s needs.
Binding Forecast. At least six (6) months prior to the date of delivery, AMVAC shall submit a binding order for Product. AMVAC is responsible for variable costs to the extent reasonably incurred in reliance on such forecast, changes that are made thereto, and other direction given to BASF from time to time. BASF agrees that to the extent reasonably practicable, it will provide AMVAC with a best estimate of forecast changes and the potential impact on scheduled production as a result of other directions made by AMVAC.
Binding Forecast. The first [**] Quarters of each Rolling Forecast shall constitute a binding order for the quantity of Product specified in those [**] Quarters (together with any Quarters made binding pursuant to Section 4.1.2.1, the “Binding Forecast”). Customer shall submit the Binding Forecast for each Rolling Forecast subject to the following limitations: (a) the quantity of Product, described in Kilos and in number of Batches, forecast to be manufactured using the [**] Process and the [**] Process for Quarters [**] through [**] must match the quantity of Product forecast for Quarters [**] through [**] of the prior Quarter’s Rolling Forecast; (b) for each process scale, if not prohibited by Section 4.1.2.1, the quantity of Product forecast for the [**] Quarter of the Rolling Forecast may only increase by up to [**] percent ([**]%) or decrease by up to [**] percent ([**]%) relative to the quantity of Product forecast for the [**] Quarter of the prior Quarter’s Rolling Forecast, unless such [**] Quarter of the prior Quarter’s Rolling Forecast has been made binding pursuant to Section 4.1.2.1, in which case the quantity of Product forecast for such [**] Quarter will be equal to the [**] Quarter of the prior Quarter’s Rolling Forecast; (c) for the [**] Process, the total number of Batches forecast in any given calendar year cannot exceed [**] Batches; (d) for each process scale, the number of Batches forecast in any given Quarter cannot exceed the Quarterly Product Batch Maximum for that process scale; (e) the forecast quantity of Product in Kilos for each process scale for the Quarter must be a multiple of the estimated quantity of Product to be manufactured in one Batch for that process scale (i.e., forecasted quantities cannot be based on manufacture of partial Batches of Products); and (f) any increases in quantity of Product for any given Quarter relative to the forecast for such Quarter in the prior Quarter’s Rolling Forecast are subject to the availability of raw materials required for the manufacture of Product.
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Binding Forecast. Buyer shall provide Seller a rolling [*****] forecast for both Terneuzen and Boehlen provided at least [*****] before the end of each [*****]. The first month of any rolling [*****] forecast is binding (“Binding Forecast”). If Buyer fails to purchase the volume of Product provided in the Binding Forecast (for reasons other than (a) as provided in Section 8 of the Dow H&E GENERAL TERMS AND CONDITIONS, (b) a failure of Seller to deliver product in accordance with the quality specifications, (c) non purchases of Product occurs at the fault of Seller, or (d) for any reasons set forth in Sections 13 or 14 of this Contract), then Buyer shall pay the Price of Product multiplied by the difference in metric tons between the Binding Forecast for Terneuzen or Boehlen, as applicable, and the quantity of Product actually purchased by Buyer in the applicable calendar month.
Binding Forecast. The quantity of Product forecasted for the first three months of each Forecast shall be firm and binding (“Binding Portion”) and Distributor shall be obligated to purchase the quantities of Product in the Binding Portion of each Forecast; provided, however, that the quantity set forth in each Binding Portion may be altered once by Distributor, to the extent Licensor is obligated to accept such alteration under the Cambridge Agreement, within a range of {***}† of the relevant quantity no later than {***}† before the desired delivery date and may not otherwise be altered in subsequent updated forecasts. † Represents material which has been redacted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
Binding Forecast. On or before the date that is [**] after the Effective Date, and on the [**] day of each quarter thereafter, Customer shall submit to Brammer a rolling [**] quarter Batch forecast of Customer’s anticipated demand of Product (each, a “Forecast”). Subject to Customer’s Minimum Purchase Commitment described in Section 3.3 below, the first [**] quarters of any Forecast shall be binding and non-cancellable by Customer once accepted by Brammer (the “Binding Forecast”). Purchase Orders will be placed upon submission of the Binding Forecast for any Batches that are not already on order (via one or more previously accepted Purchase Orders). [**] of the Forecast may be adjusted in subsequent Forecasts, provided that these quarters will not be adjusted by more than +/-[**]% of their values, rounded up to the nearest Batch, in the immediately prior Forecast. [**] of the Forecast may be adjusted, provided that such adjustment will not be by more than +/- [**]% of their values, rounded up to the nearest Batch, in the immediately prior Forecast.
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