Common use of Firm Order Clause in Contracts

Firm Order. Subject to deferral or cancellation as provided below, the first three (3) months of each Rolling Forecast of Customer’s requirements of specific API from Agilent shall constitute a commitment on the part of Agilent to supply and Customer to order the quantity of specific API set forth in such Roiling Forecast (for each specific API this portion of the Rolling Forecast a “Firm Order.” The remaining twenty one (21) month portion of each Rolling Forecast shall be non- binding; however, Customer shall not reduce the non-binding forecasted amounts of the first three non-binding months more than thirty percent (30%) as they become a portion of the Firm Order without reasonable justification provided to Agilent. Thus, the forecast for each of months four, five and six in the Rolling Forecast cannot be reduced by more than thirty percent (30%) of the value stated in each such month as it became the sixth month of the Rolling Forecast without reasonable justification provided to Agilent. An impermissible reduction shall be considered a partial cancellation and subject to the provisions of Section 7(d).