Forecasting and Purchase Orders Sample Clauses

Forecasting and Purchase Orders. 4.1 No later than sixty (60) days from the Effective Date, and thereafter not less than sixty (60) days before the commencement of each calendar quarter, the [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Customer shall provide ▇▇▇▇ ▇▇▇▇▇▇▇ with a written non-binding forecast for the subsequent [*] specifying the Customer’s anticipated requirement for the Final Combination Product. The first [*] of any such forecast shall represent the binding quantities of the Final Combination Product which the Customer will purchase. 4.2 The Customer shall supply a Purchase Order to ▇▇▇▇ ▇▇▇▇▇▇▇ containing the following information (a) number of units of Final Combination Product required; (b) requested delivery date (such date to be not less than [*] from date of Purchase Order); and (c) any carriage instructions or requirements. ▇▇▇▇ ▇▇▇▇▇▇▇ reserves the right to refuse to accept any Purchase Order which is not in compliance with this clause. ▇▇▇▇ ▇▇▇▇▇▇▇ shall acknowledge receipt and acceptance of a Purchase Order to the Customer together with information on the anticipated delivery date for Final Combination Product. Once a Purchase Order, which is compliant with the requirements of this clause 4.2, is received by ▇▇▇▇ ▇▇▇▇▇▇▇ in accordance with the binding forecast provided by the Customer as set out in clause 4.1, ▇▇▇▇ ▇▇▇▇▇▇▇ shall be obliged to accept such Purchase Order to manufacture and supply the Final Combination Product to the Customer. Subject to the provisions of this clause 4.2, ▇▇▇▇ ▇▇▇▇▇▇▇ agrees to supply Final Combination Product within the requested delivery dates set out in any Purchase Order (provided that ▇▇▇▇ ▇▇▇▇▇▇▇ shall not be in breach of this obligation if it supplies the Final Combination Product within [*] before or after the applicable delivery date). If the aggregate Purchase Orders issued by Customer in any [*] period exceed the binding forecast for such period, ▇▇▇▇ ▇▇▇▇▇▇▇ shall make good faith efforts to fulfil such Purchase Orders or the portion thereof it may reasonably supply. ▇▇▇▇ ▇▇▇▇▇▇▇ shall not be obliged to accept any conditional Purchase Orders. 4.3 If ▇▇▇▇ ▇▇▇▇▇▇▇ anticipates that it will not be able to manufacture and/or supply the total ordered quantities of the Final Combination Product in accordance with the [*] forecasts p...

Forecasting and Purchase Orders. 3.1 The Company shall provide the Manufacturer with estimated quarterly production forecasts at least [***] days before each Calendar Quarter. Notwithstanding the foregoing, the Parties hereby acknowledge and agree that while the Company will use commercially reasonable efforts to place Purchase Orders in conformity to the Company’s forecasts, the foregoing forecasts shall be created for the sole purpose of assisting the Manufacturer in maintaining adequate inventory to meet the Company’s production needs. Such production forecasts shall always be consistent with Minimum Volumes already set by the Parties. 3.2 The Company shall place the Purchase Orders for the Products as far in advance as commercially reasonable, consistent with the forecast by the Company – to the extent possible and subject to capacity limits of the Manufacturer. Manufacturer shall produce the Products within [***] days from receipt of each Purchase Order from the Company, and Manufacturer shall deliver the Products [***] days of receipt of each such Purchase Order. The Company shall use its best efforts to provide [***], as set forth in Schedule 1. 3.3 [***] 3.4 The Parties shall endeavor to use and consume all approved and procured packaging materials within the remaining shelf life. If necessary, the parties shall agree to submit the packaging materials to AMS technical and Tetra Pak to test the usability thereof relative to the materials’ remaining shelf life.

Forecasting and Purchase Orders. 8.1 Company shall provide Manufacturer with estimated quarterly production forecasts at least [***] before each quarter. Company shall also furnish a [***] forward forecast, for the purpose of assisting Manufacturer in ordering required ingredients and packing materials. The Parties hereby acknowledge and agree that the foregoing forecasts shall be created for the sole purpose of assisting Manufacturer in maintaining adequate inventory to meet the Company’s production needs. 8.2 Company shall place Purchase Orders for the Products in each month, [***] before the required shipment date. Manufacturer shall produce the Products within [***] from receipt of each month’s Purchase Order from the Company, and Manufacturer shall deliver the Products FOB Manufacturer’s Port within [***] from production. 8.3 Company shall arrange and cover Ocean Freight from Manufacturer’s Port.

Forecasting and Purchase Orders. Each calendar month during the term of the Supply Agreement, TRANSCEPT shall provide to SNBL a rolling forecast of its anticipated orders of Devices for the following [***] months. The first [***] months of each such forecast will be binding on the Parties (the “Binding Forecast”).

Forecasting and Purchase Orders