Forecasts and Orders Sample Clauses
The "Forecasts and Orders" clause defines the procedures and requirements for providing advance estimates of future product or service needs, as well as the formal placement of purchase orders. Typically, this clause outlines how and when forecasts must be submitted, whether they are binding or non-binding, and the process for converting forecasts into actual orders. For example, a buyer may be required to provide monthly forecasts to help the supplier plan production, with firm orders placed a set number of days in advance. The core function of this clause is to facilitate efficient supply chain planning and ensure both parties have clear expectations regarding demand and delivery obligations.
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Forecasts and Orders. 5.1 During the term of this Agreement, Baxter will submit to Oravax, the Baxter Requirements Schedules including any Product required by Baxter to carry out clinical trials. The first Baxter Requirements Schedule shall be submitted to Oravax twelve (12) calendar months before Baxter anticipates requiring the Manufacture of Products and shall cover twelve (12) calendar months. Thereafter Baxter Requirements Schedules will be submitted each month by no later than the tenth (10th) day of each calendar month, specifying B▇▇▇▇▇’▇ anticipated requirements for each Product in calendar monthly periods for the relevant twelve (12) month period covered by Baxter Requirements Schedule.
5.2 The first Baxter Requirements Schedule submitted to Oravax shall be accompanied by purchase orders covering the Firm Period of such Baxter Requirements Schedule. All subsequent Baxter Requirements Schedules submitted shall be accompanied by purchase orders covering the relevant amount of each Product indicated as being required in the last month of the Firm Period.
5.3 Other than during the first four (4) months of the first Baxter Requirements Schedule for which Baxter and Oravax shall take Exhibit A into consideration, Oravax shall accept any purchase order received by Baxter which is in accordance with the Baxter Requirements Schedule and Oravax shall deliver such Product as soon as is reasonably practicable to Baxter (“Delivery Date”). Oravax shall deliver such Product no later than fourteen (14) days after the Delivery Date.
5.4 No purchase order shall request supply of Product in respect of the last month of that Firm Period in a quantity which differs by more than twenty per cent (20%) from the quantity specified for the first month of the Forecast contained in the immediately preceding B▇▇▇▇▇ Requirements Schedule.
5.5 If so requested, Oravax will use reasonable efforts, but with no obligation in respect of the quantity thereof, to supply to B▇▇▇▇▇ additional Products in excess of that ordered or contained in the relevant B▇▇▇▇▇ Requirements Schedule in accordance with this Clause 5 having due regard to Oravax’s production capacity and other manufacturing commitments.
5.6 Oravax shall be entitled to treat the Firm Period as a binding order of B▇▇▇▇▇ and to purchase raw materials and to allocate production capacity accordingly. In the event that any raw materials have a lead time of longer duration than the Firm Period, then Oravax shall, for the purposes of purchasing such ...
Forecasts and Orders. (a) Not later than six (6) months following submission of the MAA or other applicable regulatory filing, Nycomed shall provide Acusphere with the Updated Unit Forecast. The first [CONFIDENTIAL TREATMENT REQUESTED] /*/ of such forecast shall be considered a Binding Purchase Order. Thereafter Nycomed shall provide Acusphere a rolling [CONFIDENTIAL TREATMENT REQUESTED] /*/ forecast of its purchase requirements of Product, and shall update same on a monthly basis. The first [CONFIDENTIAL TREATMENT REQUESTED] /*/ of each rolling forecast will be binding orders to purchase. The [CONFIDENTIAL TREATMENT REQUESTED] /*/ may be reduced from the previous forecast by no more than [CONFIDENTIAL TREATMENT REQUESTED] /*/ percent ([CONFIDENTIAL TREATMENT REQUESTED] /*/%) per month until fixed by the subsequent forecast; provided that the aggregate reduction from the quantity set forth in the previous forecast for such [CONFIDENTIAL TREATMENT REQUESTED] /*/ period shall not exceed [CONFIDENTIAL TREATMENT REQUESTED] /*/) percent ([CONFIDENTIAL TREATMENT REQUESTED] /*/%) in aggregate during that [CONFIDENTIAL TREATMENT REQUESTED] /*/ period. For the avoidance of doubt, the rolling forecast provided for in this paragraph does not affect the Parties' obligations under Section 6.05 or 6.06, which are governed by the Updated Unit Forecast. The initial rolling forecast provided under this paragraph shall constitute the Updated Unit Forecast for purposes of Article VI of this Agreement and shall not provide for quantities of less than [CONFIDENTIAL TREATMENT REQUESTED] /*/% of or more than [CONFIDENTIAL TREATMENT REQUESTED] /*/% of the quantities shown in the initial Unit Forecast. To the extent that the Updated Unit Forecast does not provide, for any month, for quantities above the amount shown in the initial Unit Forecast, Nycomed shall be given supply priority over Acusphere (including any customers of Acusphere) for orders for such month up to [CONFIDENTIAL TREATMENT REQUESTED] /*/% of the amount shown on the initial Unit Forecast. In addition, Nycomed shall have the right to place orders above such unit forecasts, and Acusphere shall use all commercially reasonable efforts to accommodate such orders but shall not be obligated to give such orders priority over the orders of Acusphere or any customers of Acusphere, except to the extent set forth in Section 6.05.
(b) Notwithstanding the foregoing, after the [CONFIDENTIAL TREATMENT REQUESTED] /*/ orders shown in the Updated Unit F...
Forecasts and Orders. (a) Within [***] following the first commercial release of an Array as a Collaboration Product, and within [***] from the beginning of each calendar quarter thereafter during the term of this Agreement, AB shall furnish to BT a [***] (except as set forth in Section 4.01) rolling forecast of Arrays covering the next [***], broken down into [***] increments (and by type of Array if more than one involved). If orders are placed with BT that exceed such rolling forecast, BT shall [***] but (unless BT nonetheless accepts such order) BT [***]. Orders [***] of the current quarter forecast shall not trigger the failure to supply provision in Section 7.02. However, BT shall use reasonable efforts to fulfill such orders or reach an accommodation acceptable to AB for orders in [***] of the forecast. AB or its Affiliates will order Arrays by issuing to BT a purchase order (“Order”) therefor, which (a) will specify the type and quantity of such Arrays ordered, place(s) of delivery, and delivery date(s), (b) may also contain instructions as to carrier and method of shipment, packaging and labeling, and (c) such other information as the parties mutually agree to be included. BT hereby accepts all such Orders placed in compliance with the requirements of this Agreement.
(b) Within [***] following the first anniversary of the Effective Date, or the first purchase of an Instrument and within the [***] of each calendar quarter thereafter during the term of this Agreement, AB shall furnish to BT a rolling forecast of the Instruments set forth in Exhibit A (the “BT Manufactured Instruments”) covering the [***], broken down into [***] increments (and by type of BT Manufactured Instrument if more than one involved). Only [***] of each forecast shall be binding on AB while the [***] shall not be binding commitments by AB. AB or its Affiliates will order Instruments by issuing an Order therefor, which (a) will specify the type and quantity of such Instruments ordered, place(s) of delivery, and delivery date(s), (b) may also contain instructions as to carrier and method of shipment, packaging and labeling, and (c) such other information as the parties mutually agree to be included. BT hereby accepts all Orders placed in compliance with the requirements of this Agreement. Table of Contents
(c) Any other System Components to be supplied by BT to AB hereunder shall be forecasted and ordered in a manner similar to that provided for in (a) and (b) above.
Forecasts and Orders. (a) Buyer has provided Sellers with a non-binding forecast of its purchases of Products for the Term within the Territory, said forecast being attached hereto as EXHIBIT B.
(b) Within ten (10) business days of the Effective Date, Buyer shall update the forecast described in Paragraph 4.1
(a) Such amended forecast shall be a non-binding (except as provided in Paragraph 14.1(c)) forecast of their purchases of Products for the Term within the Territory ("Annual Forecast"). Each Product is to be identified in such Annual Forecast by individual SKU.
(a) Every thirty (30) days during the term hereof, Buyer shall provide Sellers with a good faith, non-binding forecast of its purchases of Products during the next three (3) month period. Such forecasts shall be made recognizing the requirements for Batch Sizes and Lead Times as defined in Paragraph 4.2(b) hereof.
(b) Sellers have presented Buyers with, and Buyers acknowledge the receipt of, a document listing the Products, the batch size used in the production of each such Product ("Batch Size"), and the lead times required to manufacture each of said Products ("Lead Times"), such document being appended hereto as EXHIBIT D.
(a) Buyers shall authorize the manufacture and packaging of a Product by issuing a purchase order ("Purchase Order") to Sellers and Sellers shall fill such Purchase Orders (on a FIFO basis) from Sellers' stocks of Current Product existing as 42 of the Effective Date ("Stocks") or as necessary, Sellers shall manufacture and package, or have packaged, such Products. Each Purchase Order shall be in a form and contain terms previously agreed to by the parties. Each Purchase Order shall correspond to a total quantity of Product which is a whole number multiple of the applicable Batch Size as set forth in EXHIBIT D. The proposed delivery date recited in the Purchase Order shall also be equal to or greater than the applicable Lead Time for each such Product as set forth in EXHIBIT D. Each Purchase Order shall further specify the following: (i) the identity of Product by SKU, and (ii) the quantity of such Product.
(b) Sellers shall promptly acknowledge each Purchase Order by signing and returning to Buyers the acknowledgment copy of each Purchase Order promptly after its receipt. Failure of the Sellers to deliver to Buyers a written notice objecting to a Purchase Order within five (5) business days after receipt of the Purchase Order shall constitute Sellers' acceptance of the Purchase Order.
(c) In th...
Forecasts and Orders. Commencing prior to, but no later than [***] months before, Market Launch, and thereafter on or before the last Business Day of each month, Bioventus shall provide a forecast of its and the Purchasers’ estimated monthly requirements of Licensed Product for the [***] month period beginning with the following month (a “Forecast”). Such beginning month of each Forecast shall be referred to below as “Month 1” and each subsequent month shall be numbered sequentially. The initial Forecast shall be accompanied by Firm Orders for the quantity of Licensed Product set forth in Months 1, 2 and 3 of such Forecast. The quantities of Licensed Product set forth in Months 4, 5 and 6 of each Forecast after the initial Forecast shall be for a quantity of Licensed Product that is at least [***] percent ([***]%), but not more than [***] percent ([***]%) (“Firm Order Maximum Quantities”), of the quantities of Licensed Product for months 4, 5 and 6, respectively, in the immediately prior Forecast. The Forecast will also include the quantities of Licensed Product forecasted for each month after Month 6 up to and including Month 24 of the Forecast, which shall all constitute good faith non-binding guidance estimates. For example, (i) the Forecast submitted on or before 31 December 2018 shall cover the period from 1 January 2019 through 31 December 2020, (ii) the quantities of Licensed Product set forth in such Forecast for January 2019, February 2019 and March 2019 shall be Firm Orders, and (iii) the quantities of Licensed Product set forth for April 2019, May 2019 and June 2019 shall be at least [***] percent ([***]%), and not more than [***] percent ([***]%), of such quantities for such month set forth in the previous Forecast (unless this is the initial Forecast).
Forecasts and Orders. 7.3.1 Not less than [*****] days prior to the first day of each calendar quarter (commencing with the first calendar quarter in which Intrexon, its sublicensees or their respective Affiliates order API from Halozyme hereunder), Intrexon shall prepare and provide Halozyme with a written forecast of its good faith estimated requirements for API under this Section 7.3 for each of the subsequent [*****] calendar quarters. Intrexon shall not (a) increase or decrease the quantity estimated for the [*****] quarterly period of each forecast from the quantity estimated for the [*****] quarterly period of the previous forecast, (b) increase or decrease the quantity estimated for the [*****] quarterly periods of each forecast by more than [*****] percent ([*****]%) of the quantity estimated for the [*****] quarterly periods of the previous forecast, respectively, without the prior express written consent of Halozyme. The quantities estimated for the [*****] quarterly periods of each forecast shall be non-binding, and for planning purposes only.
7.3.2 Intrexon shall be required to purchase [*****] of the quantity forecasted for each API under this Section 7.3 for the first and second quarterly periods of each forecast under Section 7.3.1.
7.3.3 Halozyme shall be required to supply the quantity of API ordered by Intrexon under this Section 7.3 in any calendar quarter up to [*****] percent ([*****]%) of the quantity forecasted for the [*****] quarterly period of the most recent forecast. If Intrexon’s Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. orders in any calendar quarter exceed [*****] percent ([*****]%) of the quantity forecasted for the [*****] quarterly period of the most recent forecast, Halozyme shall use commercially reasonable efforts to supply such excess. Halozyme shall use commercially reasonable efforts to meet Intrexon’s delivery requirements specified in accordance with Section 7.3.4. In the event of a shortfall to forecast, Halozyme shall use commercially reasonable efforts to apportion API among Intrexon and its other customers on a pro rata basis according to their respective forecasts.
7.3.4 Intrexon shall make all purchases under this Section 7.3 by submitting firm purchase orders to Halozyme. Each such purchase order ...
Forecasts and Orders. Starting on the Effective Date, and every three --------------------
Forecasts and Orders. By no later than [***] each year during the Term, Buyer undertakes to provide Seller with an annual non-binding forecast taking into account any seasonality effect that would reasonably be expected to impact Buyer’s business, the regularity of Buyer’s production pace and the regularity of its Orders over a calendar year; provided that (i) with respect to 2020, Buyer undertakes to provide Seller with an annual non-binding forecast for such calendar year no later than [***] and (ii) with respect to the quantities of Product Ordered by Buyer to be Delivered in [***], Buyer shall inform Seller of such quantities and their quarterly allocation over the year by no later than [***] each year. With regard to 2020, Buyer shall inform Seller of the quantities to be Delivered in [***] before [***]. In addition to the annual non-binding forecast, Buyer undertakes to provide Seller with a [***] binding rolling forecast at least thirty (30) days before the starting date of the [***] rolling forecast, detailing Product, quantities, packaging and delivery points; provided that with respect to 2020, Buyer undertakes to provide Seller with a binding forecast for the balance of Q1 2020 no later than [***]. In any event, Seller shall confirm in writing its acceptance of Buyer’s [***] binding rolling forecast within ten (10) Business Days from the date of receipt by Seller. In the event that Buyer does not receive such written acceptance within such 10 (ten) Business Day period and the relevant forecast shall be deemed to be accepted by Seller. In case Buyer fails to provide Seller with its [***] binding rolling forecast, Buyer shall purchase the quantities set forth in the annual non-binding forecast, that then become binding on Buyer on a rolling [***] basis, until such time as Buyer provides such binding rolling forecast and provided Seller confirms its acceptance of it.
Forecasts and Orders. 4.1 Customer shall provide IBM’s customer account representative with a Product demand forecast, which shall cover a minimum of twelve (12) months broken out by Product and month. By the fifth (5th) day of every month during the term of this Attachment, Customer will provide IBM’s customer account representative with an updated Product demand forecast covering a rolling twelve (12) month period (not to extend beyond the term of this Attachment), which will be reviewed for approval by IBM within ten (10) days of receipt by IBM. Forecasts shall constitute good faith estimates of Customer’s anticipated requirements for Products but shall not contractually obligate IBM to supply, nor contractually obligate Customer to purchase, the quantities of Product set forth in such forecasts.
4.2 Customer will request delivery of Products by issuing written purchase orders to IBM. IBM will notify Customer of its acceptance or rejection of a purchase order within seven (7) days of receipt of the purchase order. Notwithstanding the foregoing, IBM’s failure to respond within such seven (7) day period will not Custom Sales Agreement No. 000569 Microtune, Inc. constitute a breach of the Agreement. At a minimum, purchase orders submitted by Customer must comply with the terms and conditions of the Agreement and this Attachment, be consistent with the most recently accepted forecast and fall within the most recent Customer credit limit as granted by IBM. Customer will request delivery of Products by issuing written purchase orders to IBM. Purchase orders will specify only the following information:
a) Customer’s purchase order number;
b) Customer’s tax status—exempt or non-exempt;
c) ship to location—complete address;
d) ▇▇▇▇ to location—complete address;
e) order from location—complete address;
f) shipping instructions, including preferred carrier and carrier account number;
g) the agreement number of this Agreement;
h) name of Customer contact;
i) Product part numbers, the quantity of wafers being ordered, (in increments of the Minimum Order Quantity (“MOQ”));
j) the Product’s applicable unit price; and
k) requested shipment dates.
Forecasts and Orders. Not later than six months after submission of the NDA for a Product or other applicable regulatory filing on a country-by-country basis, GKI will provide ABI with a 12 month forecast of GKI's requirement of each Product, which forecast will include designation of whether such Product shall be provided in bulk or Unit form, for which an NDA, or other applicable regulatory filing, has been submitted, on a Product basis, as follows:
(a) During the period commencing six months after submission of an NDA, or other applicable regulatory filing, for a Product through the end of the fourth full calendar quarter following the First Commercial Sale of that Product, the forecasts shall be provided quarterly, no less than 45 days prior to the beginning of each quarter. Said requirements will be based on standard production planning parameters, including sales forecasts, sales demand forecasts, promotional forecasts, inventory requirements, and the like. The first two quarters of the 12 month forecast will be stated in monthly requirements. The second two quarters of the 12 month forecast will be total requirement by stock keeping unit and will be stated as quarterly requirements. The first three months of the 12 month forecast will be firm orders to purchase. The second three months will be allowed to be flexed from the previous forecast by plus or minus 25% per month until fixed by the subsequent forecast; provided that the aggregate adjustment from the quantity set forth in the previous forecast for such three month period shall not exceed 50% in aggregate during that three month period. For example, if GKI's forecast for the first three months was for 100 Units and its forecast for the second three months was for 200 Units, the maximum number of Units GKI could order at the time the second three month period becomes fixed would be 300 Units (i.e., 50% of 200 Units plus the 200 Units originally forecast). The last two quarters of any 12 month forecast will be an estimate and not binding.
(b) Following the end of the fourth full calendar quarter following the First Commercial Sale of a Product, GKI will provide to ABI a rolling 12 month forecast for each Product with the first three months of the rolling 12 month forecast a firm order to purchase. Each forecast under this subsection (ii) shall be provided monthly, no less than 20 days prior to the beginning of each month. All orders will be for full batch quantities. It is understood that ABI will not maintain Produc...