Purchase & Sale Commitments. (a) On the terms and conditions set forth in this MSA, SunPower agrees to purchase and Enphase agrees to sell to SunPower, a cumulative total of at least [*] MLPE Products during the Term (the “Total Purchase Commitment”) and the following annual minimum quantities of MLPE Products (each, a “Minimum Annual Commitment”): (i) [*] MLPE Products with Delivery Dates in calendar year [*]; (ii) [*] MLPE Products with Delivery Dates in calendar year [*], and (iii) [*] MLPE Products with Delivery Dates in calendar year [*]. All MLPE Products purchased in calendar year [*] will be applied toward the Minimum Annual Commitment for calendar year [*]. All purchases included in the Minimum Annual Commitments shall count toward the Total Purchase Commitment. All purchases under this MSA are non-cancellable, and may only be returned due to a Defect or Nonconformity as provided herein. Purchases returned for repair or replacement due to Defects or Nonconformities shall still count toward the Total Purchase Commitment and the Minimum Annual Commitments. Minimum Annual Commitment shortfalls in any calendar year may not be carried over and satisfied in a subsequent calendar year.
Purchase & Sale Commitments. SunPower shall purchase, and Enphase shall supply, the minimum annual commitment of Covered Products set forth in Exhibit B-5, attached hereto and incorporated by reference (the “Minimum Purchase Commitment”). For the avoidance of doubt, this Exhibit B-5 shall apply solely to the Covered Products made available under this Amendment and, except as expressly set forth herein, shall in no way modify any pricing exhibits previously agreed upon in previous amendments to the MSA with respect to non-Covered Products. Further, purchases of Covered Products hereunder will apply towards: (i) the Total Purchase Commitment, (ii) Minimum Annual Commitment set forth in Sections 2.3 (Purchase and Sale Commitment) of the MSA, or (iii) the Volume Based Adjustment set forth in Exhibit B to the MSA. If SunPower fails to purchase the Minimum Purchase Commitment of Covered Products as set forth herein in 2022, then on or before February 1 of 2023, SunPower shall pay Enphase an amount equal to [*] for each Covered Product in the resulting shortfall.
