Purchase Minimums Sample Clauses
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Purchase Minimums. During each Contract Year or portion thereof detailed below, the Purchaser shall purchase at least the below-listed quantity of Products (for each period, the “Minimum Purchase Obligation”): First Contract Year [***] [***] Product units ([***] grams) Second Contract Year [***] [***] Product units ([***] grams) Third Contract Year [***] [***] Product units ([***] grams) Fourth Contract Year [***] [***] Product units ([***] grams) Fifth Contract Year [***] [***] Product units ([***] grams) If, in any Contract Year, Purchaser fails to purchase the Minimum Purchase Obligation, then Purchaser shall either (i) pay to Seller an amount equal to the difference between the Minimum Purchase Obligation and the actual amount of Product sold; or (ii) within 30 days after the Contract Year in which the Minimum Purchase Obligation is not met, issue a PO to Seller for the difference or shortfall, provided, however, that such amount shall not count toward the subsequent year’s Minimum Purchase Obligation. If Purchaser fails to pay this amount to Seller or issue a PO as described above, Seller may (i) offset any amounts owed to Seller or its affiliates by Purchaser; or (ii) increase the purchase price for the Products in addition to any purchase price increase authorized by Section 2.B, to reflect a lower volume of Product purchases by Purchaser, which increase shall be effective as of the first day of the Contract Year after the Contract Year in which Purchaser fails to achieve the Minimum Purchase Obligation.
Purchase Minimums. (a) The parties agree that Section 4 of the Exclusivity Agreement is hereby deleted in its entirety and replaced with the following: “GEMS-IT has no minimum purchase commitments with respect to the sale of OEM Products, Supplies and Accessories or the Other Defibrillator, Supplies and Accessories into the hospital market in the United States and Canada.”
(b) The first sentence of Section 2 is hereby superseded and replaced with the following: “This Agreement will commence as of the Effective Date and continue until June 30, 2009 (“Term”), unless GEMS-IT acquires a company that manufactures external defibrillators and distributes said external defibrillators in the United States, in which case Supplier shall have the option to terminate this Agreement by providing written notice of termination, which shall be effective immediately.”
Purchase Minimums. The minimum purchase commitment for the first Calendar Year of commercial sale shall be two hundred (200) Analyzers. For each subsequent Calendar Year, the Parties will mutually agree upon annual minimums for the purchase of Analyzers by Heska at least three (3) months prior to the beginning of each subsequent Calendar Year. Should the Parties fail to reach such an agreement, the minimum commitment for the subsequent Calendar Year shall remain the same as the minimum purchase commitment for the immediately preceding Calendar Year. Should Boule fail to deliver Product that conforms to the Specifications set forth in Appendix B within 90 days of receiving a purchase order more than once per Calendar Year, Boule agrees to readjust the minimum purchasing commitment as mutually agreeable to the Parties.
Purchase Minimums. 3.7.1 CryoLife agrees to the Minimum Annual Purchase Requirements set forth on Schedule 3.7, as same may be adjusted pursuant to this Agreement.
3.7.2 The Parties acknowledge and agree that the Minimum Purchase Amounts are based on SMI’s current sales potential of the Products in the Territory and therefore, SMI represents and warrants that it has delivered to CryoLife, prior to the execution of this Agreement, SMI’s current sales information for the 2009 calendar year and the first two calendar quarters of 2010 for Products in the Territory and that such information is true, correct and complete.
3.7.3 The Minimum Annual Purchase Requirements may be reduced by CryoLife in any given period to the extent of any prior purchase by CryoLife in excess of the Minimum Annual Purchase Requirements for any and all preceding periods. The failure of CryoLife to meet any Minimum Annual Purchase Requirements because of any of the following reasons shall not cause CryoLife to be in default of this Agreement: Product returns in accordance with the terms of this Agreement, breach of this Agreement by SMI, failure to timely deliver Products by SMI, delay in obtaining Regulatory Approval based on the timelines set forth on Schedule 5.1 which assumes full cooperation of the CryoLife designated distributor when such distributor is the regulatory applicant, supply interruption by SMI, force majeure, or any Field Action that is not the result of CryoLife’s negligent acts or omissions.
Purchase Minimums. Distributor hereby commits to Supplier to achieve, at a minimum, the purchase targets set forth on Exhibit C hereto during the Term (“Purchase Minimum”), and the Total Value of orders for each year listed therein (the “Order Value”). If Distributor fails to achieve the Purchase Minimum and/or the Order Value in any given period specified in Exhibit C hereto, Supplier may, at its own discretion terminate this Agreement in accordance with Section 9.1 below. Supplier shall notify Distributor if such appointment is made. Said appointment shall not derogate from the terms of this Agreement and all other terms of this Agreement shall remain in effect Mutatis Mutandis.
Purchase Minimums. Heska’s minimum purchase commitment under the Distribution Agreement for Calendar Year 2005 shall be [***] Analyzers. Boule and Heska acknowledge and agree that Heska’s current non-binding forecast for Calendar Year 2005 is [***] Analyzers and that [***] Analyzers have been received by Heska thus far during Calendar Year 2005.
Purchase Minimums. Zus agrees to purchase a minimum of 3,960,000 units in the first year, 14,160,000 units in the second year and 17,808,000 annually in all subsequent years according to the following table: MONTH OPTION MINIMUM/MO ROYALTY/UNIT UNITS MIN/MO COST/UNIT August 2010 $255,000 NA $0.25 NA September 0 NA $0.25 NA October 0 NA $0.25 NA November 0 NA $0.25 NA December NA $80,000 $0.25 320,000 $0.50 January NA $80,000 $0.25 320,000 $0.50 February NA $80,000 $0.25 320,000 $0.50 March NA $150,000 $0.25 600,000 $0.40 April-July 2011 NA $150,000 $0.25 600,000 $0.40 August 2011- July 2012 NA $295,000 $0.25 1,180,000 $0.40 August 2012 & after NA $371,000 $0.25 1,484,000 $0.40 During the 30-day due diligence period, Zus and HEPI will negotiate, in good faith, monthly and annual minimums, based on market potential and manufacturing capacities, for years three and after (the negotiated minimums will not be less than 17,808,000 annually nor more than 53,424,000 units annually). However, if Zus and HEPI are unable to agree to higher minimums during the 30-day due diligence period the minimums will be 17,808,000.
Purchase Minimums. If in any Calendar Year NEOSAN fails to satisfy the Purchase Minimum, then Lilly may terminate this Manufacturing Agreement in its entirety upon sixty (60) days prior written notice to NEOSAN.
Purchase Minimums