Purchase Orders and Forecasts; Site Approval Clause Samples

Purchase Orders and Forecasts; Site Approval. 7.1. Firm orders for Product shall be placed by BD in writing or by telephone, provided that all telephonic orders are confirmed in writing promptly thereafter, in Europe to the West sales office appropriate for the BD location, and in the United States to the location designated by West. All orders shall specify quantities ordered, delivery and shipping instructions and such other information as West may reasonably request in order to allow West to fill the order. Lead time on orders shall be four to twelve weeks (as then confirmed by West), unless otherwise specified in writing. 7.2. Until such time as the parties implement the forecasting program described in Section 3.8 above, West and BD shall cooperate fully in estimating and scheduling orders of Products placed by BD pursuant to this Agreement. Prior to the end of each contract year during the Term, BD shall provide to West BD’s non-binding estimate of its quarterly demand for Product for the next contract year. Product shall be delivered only in response to firm BD purchase orders indicating exact quantities ordered and requested delivery dates. 7.3. To the extent West wishes to obtain prompt qualification and approval of alternative West manufacturing sites for Products as may be mutually agreed between the parties, BD agrees to use reasonable efforts to promptly inspect such sites. In the event that West reasonably determines that it should move the manufacturing of any Product to an alternate West plant so as to prevent that Product from becoming noncompetitive, BD shall inspect and will consider the alternate West manufacturing site. The qualification of alternative sites, including Kovin, will be considered for approval provided a reasonable business case for doing so can be demonstrated. For Products which BD has determined to be noncompetitive, BD will consider the alternate site business case before BD discontinues purchasing the Product at issue from West. West shall, to the extent practicable, provide BD with commercially reasonable advance notice of any planned changes in West manufacturing sites. The parties shall negotiate in good faith the allocation of any incremental costs incurred by either party associated with changes in West manufacturing sites requested by BD.