Minimum Volume Requirements Clause Samples
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Minimum Volume Requirements. Buyer acknowledges that Seller will procure Manufacturing Equipment, Initial Inventory, and other Component Parts, equipment, inventory, materials and resources in anticipation of the initial and ongoing Manufacture of Products under the terms of this Agreement. As consideration for Seller's capital investments in preparation for its performance of Seller's duties and obligations under this Agreement, Buyer agrees that it will schedule monthly shipments and purchase a minimum of One Million Dollars ($1,000,000.00) of Products per month (based upon the prices set forth in EXHIBIT C) from Seller (the "MINIMUM VOLUME REQUIREMENTS") beginning the third (3rd) calendar month after the commencement of the Manufacture of Products by Seller, and continue on a month to month basis for the life of this agreement. If, in any month following the third (3rd) calendar month after the commencement of the Manufacture of Products by Seller, Buyer fails to meet the Minimum Volume Requirements, Buyer shall pay Seller a "SHORTFALL CHARGE." The "SHORTFALL Charge" will be calculated by subtracting the sum of all invoices billed to Buyer by Seller for Products shipped during any applicable month from One Million Dollars ($1,000,000.00), then multiplying that figure by 25%. For example, if in one month, the sum of the total invoices for Products shipped is $900,000.00, then Buyer shall pay to Seller a Shortfall Charge of $25,000.00. The Seller shall invoice Buyer and provide sufficient detail on how the Shortfall Charge is calculated. Payment is due net thirty (30) days after the invoice date. Should buyer fail to make payment within thirty (30) days after the invoice date, Seller may, at its sole option, (i) cease shipments to the Buyer or other destinations designated by Buyer, and/or (ii) make partial or all future shipments on a C.O.D. basis until such delinquency has been paid. Interest at the rate of one percent (1.0%) per month shall accrue and be charged on all late payments. Non-payment of a monthly Shortfall Charge constitutes a material breach under Paragraph 8.2(a) and Paragraph 8.2(b) and all rights and remedies of the Seller to enforce the continued Minimum Volume Requirement remain in effect for the life of the Agreement.
Minimum Volume Requirements. WRMT hereby guarantees that the aggregate amount of TAS units purchased by WRMT from GI under this Agreement during each of Year 1, 2, 3, 4 and Year 5, commencing January 1, 2018, or an earlier date if applicable, shall equal or exceed the amounts as set forth in Appendix C3, attached hereto.
a) If WRMT should fail to meet the yearly volume requirements, WRMT may retain exclusivity by paying One Dollar ($1.00) per TAS unit for the number of shortfall units not purchased in a given year.
b) In the event WRMT fails to meet the minimum volume requirements set forth in Appendix C3 and fails to pay the shortfall amount within 45 days from the end of the applicable year period, then, notwithstanding anything in this Agreement to the contrary, and at GI’s election and not obligation, (i) GI shall be free to appoint other distributors for its TAS units in the consumer self-monitoring market, (ii) WRMT’s exclusive rights to the sale, marketing, and distribution of Licensed Products shall become non-exclusive, and (iii) GI will have the right to exclusively license the Licensed Products for sale, marketing, and distribution in the consumer self-monitoring market (and this Agreement and all licenses granted to WRMT hereunder will terminate) upon payment to WRMT for 50% of the total NRE amounts actually paid by WRMT less any NRE repayments to WRMT according to the provisions in Section 3.1. Proprietary and ConfidentialThis Agreement and information contained therein is not for use or disclosure outside of WRMT, its Affiliates, and third party representatives, and GI except under written agreement by the contracting parties
Minimum Volume Requirements. 8 4.1. Minimum Annual Volume...........................................................................8 4.2. Annual Volume Shortfall.........................................................................8 4.3. Shortfall Notice................................................................................9 4.4. Immediate Remedy................................................................................9 4.5. Failure to Deliver Notice......................................................................10 4.6. Make-Up Notice.................................................................................11 4.7. No Shortfall...................................................................................11 4.8. Minimum Five-Year Volume.......................................................................11 4.9. Five-Year Shortfall............................................................................11 4.10. Final Five-Year Adjustment.....................................................................12 4.11. Shortfall Mitigation...........................................................................12
Minimum Volume Requirements. For purposes of this Contract Tariff, Base --------------------------- Rates are defined as the rates and discounts for which Customer qualifies under this Contract Tariff.
Minimum Volume Requirements. (a) Reseller shall be entitled to [xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx xxxxxxxxxxxxxxxxxxxxxxxxxxx] for as long as it purchases the minimum volume requirements of the WVS Modules set forth below: 1998 1999 Q4 Q1 Q2 Q3 Q4 ------------------------ -------------------- -------------------- ------------------- ------------------- [xxxxx] [xxxxx] [xxxxxx] [xxxxxx] [xxxxxx] ------------------------ -------------------- -------------------- ------------------- -------------------
(b) Notwithstanding as above, Reseller shall not be entitled to most favored customer pricing if Reseller fails to make the minimum purchases set forth above in any two consecutive quarters in 1999 and if at the end of the second consecutive quarter Reseller has not achieved its cumulative 1999 minimum volumes.
Minimum Volume Requirements. Minimum Volume Requirements will be agreed upon between the parties in writing.