Minimum and Maximum Quantity Clause Samples

Minimum and Maximum Quantity. Valneva shall order at least [***] of the Annual Reference Quantity (“Minimum Quantity”) and may order up to [***] of the Annual Reference Quantity (“Maximum Quantity”), subject to ▇▇▇▇▇▇’▇ written approval. However, ▇▇▇▇▇▇▇ hereby acknowledges and agrees that the Maximum Quantity in each calendar year may not exceed a total of [***] batches without ▇▇▇▇▇▇’▇ consent. To the extent that quantities ordered in any Purchase Order exceed the quantities forecasted (i) for the Binding Period; or (ii) for the Semi-Binding Period by more than [***]; or (iii) the Maximum Quantity (individually and collectively “Additional Quantity”), such Purchase Order shall be considered a binding commitment of Valneva to pay for the Product quantity reflected in the Purchase Order and ▇▇▇▇▇▇ shall respond to Valneva if such Additional Quantity can be supplied, subject to the Facility's manufacturing and equipment capacities and other supply commitments, provided, however, that ▇▇▇▇▇▇'▇ failure to supply any such Additional Quantity (or part thereof) shall not constitute a breach of this Agreement by ▇▇▇▇▇▇. ▇▇▇▇▇▇’▇ acceptance to deliver Additional Quantities set out in an individual Purchase Order shall in no event (i) oblige ▇▇▇▇▇▇ to accept Additional Quantities in future Purchase Orders; nor (ii) be construed as acceptance by ▇▇▇▇▇▇ of quantity increases in future Rolling Forecasts or increased Maximum Quantities. Furthermore, it is agreed and understood by the Parties that any Additional Quantity will not be considered as Annual Ordered Quantity (as defined below) and not included therein during the annual reconciliation review by the Parties and will not be credited against the Minimum Quantity.
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Minimum and Maximum Quantity a. The minimum ordering limitation $0 and Government guarantee under this contract is (b) (4)
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Related to Minimum and Maximum Quantity

  • MINIMUM ORDER QUANTITY The State makes no commitment to purchase any minimum or maximum quantity, or dollar volume of products from the selected suppliers. Utilization of this agreement will be on an as needed basis by State Agencies and/or Cooperative Participants, Cities, Counties, Schools K-12, Colleges and Universities. The State will award to multiple suppliers; however, the State reserves the right to purchase like and similar products from other suppliers as necessary to meet operational requirements.

  • Contract Quantity The Contract Quantity during each Contract Year is the amount set forth in the applicable Contract Year in Section D of the Cover Sheet (“Delivery Term Contract Quantity Schedule”), which amount is inclusive of outages.

  • Minimum Purchase Requirements Distributor shall make the minimum annual purchase of Products established in Exhibit B, unless the Agreement has become coexclusive. In the period within the fixed term and extension, if applicable, of the Agreement under Section 10(a) subsequent to [ * ], the parties shall meet in San Francisco at least [ * ] prior to the beginning of each of respective year to discuss market conditions and appropriate minimum purchases for such year. In the event that the parties fail to agree on an appropriate minimum any year subsequent to [ * ], the minimum annual purchase requirement for such year shall be calculated increasing or decreasing (as the case may be) the minimum purchase requirement for the preceding year in proportion to the increase or decrease in the [ * ] (based on data from mutually acceptable data provider) of the applicable product in the Territory. In the event Supplier is unable to deliver Products ordered by Distributor in an amount consistent with the most recent forecast, then the minimum annual purchase requirement shall be reduced by the quantity of Products that Supplier is unable to deliver when requested. In the event Distributor fails in any year (a “Shortfall Year”) to make the annual minimum purchase of Agreement Products required by Exhibit B, Supplier shall have the right to give Distributor written notice of default, and if such failure to make the minimum purchase is not cured (through the purchase of an amount of Agreement Product equal to the entire shortfall in the Shortfall Year, which amount shall not be counted towards any minimum purchase requirements for the year of purchase) within [ * ] of receipt of the notice, then Supplier shall have the right, in Supplier’s sole discretion and as Supplier’s sole remedy for Distributor’s failure to meet the minimum purchase requirements hereunder, either to convert the appointment of Distributor from exclusive to non-exclusive or to terminate this Agreement. In the event of either conversion to non-exclusive or termination of this Agreement pursuant to this Section 3(e), the Supplier shall pay Distributor a conversion fee equal to [ * ], and Distributor shall transfer all Regulatory Approvals relating to BMS or DES in the Territory to Supplier.

  • Contract Year A twelve (12) month period during the term of the Agreement commencing on the Effective Date and each anniversary thereof.

  • Minimum Orders Client may order Manufacturing Services for batches of Products only in multiples of the Minimum Order Quantities as set out in Schedule B to a Product Agreement.