Common use of PURCHASE & SALE OBLIGATIONS Clause in Contracts

PURCHASE & SALE OBLIGATIONS. BUYER has provided SELLER with a non-binding [*] purchase forecast for GOODS for the period beginning January 1, 2010, detailing the volumes for each product by month, including requirements for launch quantities, retail product, sampling and promotions. Thereafter, [*] prior to the start of the next succeeding calendar quarter, BUYER shall provide seller a new non-binding purchase forecast for GOODS detailing the projected volumes for each consecutive [*] period (the “Rolling Forecast”). By way of example, on each [*], a Rolling Forecast will be submitted for the [*] period beginning on [*], on each [*], a Rolling Forecast will be submitted for the [*] period beginning on [*], and on each [*], a Rolling Forecast will be submitted for the [*] period beginning on [*]. The Rolling Forecasts as submitted above will dictate the average [*] volumes for the upcoming [*] and all Purchase Orders submitted during that [*] will be at the corresponding price for that Capacity Window, regardless of the actual [*] Purchase Order levels. A Capacity *Confidential Treatment Requested. Window is the set of volume ranges of production available for the order of Products as set forth in Exhibit 6.1. So long as the average [*] volumes submitted in Purchase Orders during any given calendar quarter remain within the Capacity Window determined by the Rolling Forecast submitted prior to that quarter, the parties agree to “smooth out” the manufacture of the product to meet BUYER’S delivery schedule as provided in the [*] Purchase Orders and to maximize the efficiency of SELLER’S production staffing schedule. For the avoidance of doubt, if BUYER submits a [*] Purchase Order for GOODS outside of the amount in the Capacity Window, SELLER will accept such Purchase Order if the total average [*] volumes remain within the applicable Capacity Window. Should BUYER’S demand for GOODS move outside of the current Capacity Window in the middle of a [*], the parties will negotiate options to reset the [*] period to adjust to market conditions. Additionally, BUYER will submit Purchase Orders on a [*] basis in accordance with section 4.2 below, and at all times there will be [*] of firm production orders and [*] of estimated planned orders in the system. The firm production orders, combined with the planned orders will constitute BUYER’s authorization to SELLER to purchase the raw materials necessary to fill the orders for such period. Should the materials ordered in [*] period not be used within [*], BUYER will purchase the excess materials from SELLER at SELLER’s actual cost. In accordance with the approach set forth in Recital D of this AGREEMENT, the PARTIES will collaborate on capacity increases as necessary to meet increases in BUYER’s forecasted demand for GOODS.

PURCHASE & SALE OBLIGATIONS. BUYER has provided SELLER with a non-binding [*] purchase forecast for GOODS for the period beginning January 1, 2010, detailing the volumes for each product by month, including requirements for launch quantities, retail product, sampling and promotions. Thereafter, [*] prior to the start of the next succeeding calendar quarter, BUYER shall provide seller a new non-binding purchase forecast for GOODS detailing the projected volumes for each consecutive [*] period (the “Rolling Forecast”). By way of example, on each [*], a Rolling Forecast will be submitted for the [*] period beginning on [*], ; on each [*], a Rolling Forecast will be submitted for the [*] period beginning on [*], ; and on each [*], a Rolling Forecast will be submitted for the [*] period beginning on [*]. The Rolling Forecasts as submitted above will dictate the average [*] volumes for the upcoming [*] and all Purchase Orders submitted during that [*] will be at the corresponding price for that Capacity Window, regardless of the actual [*] Purchase Order levels. A Capacity *Confidential Treatment Requested. Window is the set of volume ranges of production available for the order of Products as set forth in Exhibit 6.1. So long as the average [*] volumes submitted in Purchase Orders during any given calendar quarter remain within the Capacity Window determined by the Rolling Forecast submitted prior to that quarter, the parties agree to “smooth out” the manufacture of the product to meet BUYER’S delivery schedule as provided in the [*] Purchase Orders and to maximize the efficiency of SELLER’S production staffing schedule. For the avoidance of doubt, if BUYER submits a [*] Purchase Order for GOODS outside of the amount in the Capacity Window, SELLER will accept such Purchase Order if the total average [*] volumes remain within the applicable Capacity Window. Should BUYER’S demand for GOODS move outside of the current Capacity Window in the middle of a [*], the parties will negotiate options to reset the [*] period to adjust to market conditions. Additionally, BUYER will submit Purchase Orders on a [*] basis in accordance with section 4.2 below, and at all times there will be [*] of firm production orders and [*] of estimated planned orders in the system. The firm production orders, combined with the planned orders will constitute BUYER’s authorization to SELLER to purchase the raw materials necessary to fill the orders for such period. Should the materials ordered in [*] period not be used within [*], BUYER will purchase the excess materials from SELLER at SELLER’s actual cost. In accordance with the approach set forth in Recital D of this AGREEMENT, the PARTIES will collaborate on capacity increases as necessary to meet increases in BUYER’s forecasted demand for GOODS.