Common use of Product Discontinuation Clause in Contracts

Product Discontinuation. (a) Except as set forth in Section 3.4(b), Supplier’s right to discontinue a Product is limited to an event of Force Majeure (subject to Section 15.1) or situations where Supplier is taking such action to comply with applicable Law, including, actual or anticipated enforcement actions, legal or regulatory concerns from agencies or other governmental authorities, permits or other operating approvals that may impact production, or liabilities relating to operations. Supplier will give one year advance prior notice of discontinuation where the circumstances permit such a time period, otherwise Supplier will give advance notice as is practicable under the circumstances. For any Product discontinuation the SA Contacts will determine whether additional Product capacity exists beyond the relevant Forecast and/or historical purchase quantities and agree upon and document any final purchase quantities and timing. Where any Product discontinuation occurs under this Section 3.4(a) and agreement on final purchase quantities cannot be reached in a reasonable amount of time, the matter will be escalated to the SA Sub-Committee.