Quantity. 6.1 This Purchase Order is a requirements contract under which Buyer will purchase and Seller will sell all or a specific percentage or percentage range of Buyer’s quantity requirements for the Products and/or Services as specified on the face of the Purchase Order. If a percentage or range of Buyer’s requirements is not specified on the Purchase Order, or if the Purchase Order specifies the quantity as zero, one, “blanket order(s),” “as released,” “see release,” “as scheduled,” “as directed,” or in a similar fashion, then Buyer hereby agrees to buy and Seller hereby agrees to sell 100% of Buyer’s requirements for the Products, and those quantity requirements will be reflected in the quantities set forth in Buyer’s Releases. If a percentage or a percentage range of Buyer’s requirements are specified on the Purchase Order or elsewhere in the Contract, this language controls over any other quantity term, such “blanket order(s)”, “as released”, “as scheduled”, etc. Seller acknowledges that Buyer’s quantity requirements are dependent upon the quantity requirements of Customers and may not be within the control of Buyer. To the extent this is a 100% requirements contract, Buyer may nonetheless purchase and use Products from other suppliers for the purposes of: (a) trial production testing or similar purposes; (b) protecting against actual or potential shortages or disruptions in supply from Seller; and/or (c) in the event Seller fails to be competitive in terms of quality or Purchase Price of the Products and/or Services, or otherwise breaches the Contract. To the extent this is a requirements contract for less than 100% of Buyer’s requirements then, unless otherwise specifically stated in the Contract, the Contract is not exclusive and Buyer may purchase similar products or services from third parties. 6.2 Unless otherwise agreed in writing and signed by the Parties, the first two weeks of Buyer’s quantity requirements as stated in its Releases are considered firm orders. Beyond the two-week firm order period in a Release, any estimates of annual volume or other estimates, forecasts or projections of future anticipated volume or quantity requirements provided by Buyer in the Contract, Supplier Nomination Letter, or in the remainder of a given Release are provided for informational purposes only, shall not be binding upon Buyer, and may change from time to time, with or without notice to Seller, during the term of this Contract. Buyer makes no representation, warranty, guaranty or commitment of any kind or nature, express or implied, regarding any forecasts provided to Seller, including with respect to their accuracy or completeness.
Appears in 2 contracts
Sources: Purchase Order Agreement, Purchase Order
Quantity. 6.1 This Purchase 3.1 Unless otherwise stated in the Order, the Order is a requirements contract under which Buyer will shall purchase and Seller will sell all or a specific specified percentage or percentage range of Buyer’s quantity requirements for the Products and/or Services as specified on the face of the Purchase Order. If a percentage or range of Buyer’s requirements is not (as determined solely by Buyer) of Supplies from Seller for the time period specified on in the Purchase Order or, in the case of Supplies used in motor vehicle manufacturing, unless otherwise specified in the Order, or if for the Purchase length of the applicable vehicle manufacturer’s program production life (including model refreshes as determined by the vehicle manufacturer). If the Order specifies states that it is a blanket order, ▇▇▇▇▇ commits to purchasing from Seller each of the quantity as zero, one, “blanket order(s),” “as released,” “see release,” “as scheduled,” “as directed,” or in a similar fashion, then Buyer hereby agrees to buy Supplies and Seller hereby agrees to sell no more than 100% of Buyer's requirements of the Supplies. These orders are further subject to the Buyer issuing a release for specific quantities. Under no circumstances shall Buyer be required to purchase from Seller more than 100% of Buyer's requirements for the Supplies or, except as otherwise stated herein, any specific volume or percentage of Buyer’s requirements for the Products, and those Supplies.
3.2 From time to time Buyer may provide Seller with volume and/or quantity requirements will be reflected in the quantities set forth in forecasts or projections for Buyer’s Releases. If a percentage Supplies needs or a percentage range the anticipated duration of Buyer’s requirements the program, if any, for which the Supplies are specified on the Purchase Order or elsewhere in the Contract, this language controls over any other quantity term, such “blanket order(s)”, “as released”, “as scheduled”, etcbeing produced. Seller acknowledges that the volume/duration projections, unlike a Material Release, are not binding on Buyer. Seller acknowledges and agrees that (i) the volume/duration projections may be based upon information supplied to Buyer by Buyer’s quantity requirements are dependent upon the quantity requirements Customer, contain variables and assumptions, some or all of Customers and which may change over time, may not be within have been accurate at the time that they were made, and/or are beyond the control of Buyer. To the extent this is a 100% requirements contract, Buyer may nonetheless purchase and use Products from other suppliers for the purposes of:
(aii) trial production testing or similar purposes; (b) protecting against actual or potential shortages or disruptions in supply from Seller; and/or (c) in the event Seller fails to be competitive in terms of quality or Purchase Price of the Products and/or Services, or otherwise breaches the Contract. To the extent this is a requirements contract for less than 100% of Buyer’s requirements then, unless otherwise specifically stated in the Contract, the Contract is not exclusive and Buyer may purchase similar products or services from third parties.
6.2 Unless otherwise agreed in writing and signed by the Parties, the first two weeks of Buyer’s quantity requirements as stated in its Releases are considered firm orders. Beyond the two-week firm order period in a Release, any estimates of annual volume or other estimates, forecasts or projections of future anticipated volume or quantity requirements provided by Buyer in the Contract, Supplier Nomination Letter, or in the remainder of a given Release are provided for informational purposes only, shall not be binding upon Buyer, and may change from time to time, with or without notice to Seller, during the term of this Contract. Buyer makes no representation, warranty, warranty or guaranty or commitment of any kind or naturenature whatsoever as to the accuracy of the volume/duration projections, express (iii) Buyer shall not have any obligation to correct or impliedupdate any volume/duration projection (iv) the actual volumes/duration of ▇▇▇▇▇’s Supplies needs could be materially more or less than what was projected, regarding any forecasts provided to and (v) Seller’s reliance upon a volume/duration projection is at its own risk.
3.3 Buyer may require Seller, including with respect at Seller’s expense, to their accuracy participate in electronic data interchange or completenesssimilar inventory management program for notification of Material Releases, shipping confirmation and/or other information relating to the Order.
Appears in 2 contracts
Sources: North American Terms and Conditions of Purchase, North American Terms and Conditions of Purchase
Quantity. 6.1 This Purchase Order is a requirements contract under which Buyer will purchase (a) The quantities to be sold and Seller will sell all or a specific percentage or percentage range delivered at each point of Buyer’s quantity requirements for the Products and/or Services as delivery specified on the face of the Purchase Order. If a percentage or range of Buyer’s requirements is not specified on the Purchase Order, or if the Purchase Order specifies the quantity as zero, one, “blanket order(s),” “as released,” “see release,” “as scheduled,” “as directed,” or in a similar fashion, then Buyer hereby agrees to buy and Seller hereby agrees to sell 100% of Buyer’s requirements for the Products, and those quantity requirements will be reflected in the quantities applicable Special Provisions (the “Point of Delivery”) during each month or other specified delivery period shall conform to those set forth in Buyer’s Releasesthe Special Provisions of the applicable Contract. If the Special Provisions set forth a percentage or a percentage range of Buyerquantities, then the deliveries shall be within the minimum and maximum volumes within such range. Quantities made available by Seller but not purchased by Buyer may not be carried forward without ▇▇▇▇▇▇’s requirements are specified on written consent. Except as may be required by law, Seller has no obligation whatsoever to sell or deliver to Buyer any quantities in excess of the Purchase Order monthly quantity specifically set forth in a Contract, regardless of whether quantities in excess of such quantities may have been sold and delivered in any preceding month or elsewhere months. At any time during the term of a Contract, Seller and Buyer may mutually elect to sell and purchase additional quantities in accordance with and subject to the terms and conditions contained in the Contract, this language controls over any other quantity term, by supplementing the Contract as to such “blanket order(s)”, “as released”, “as scheduled”, etc. Seller acknowledges that Buyer’s quantity requirements are dependent upon the quantity requirements of Customers and may not be within the control of Buyer. To the extent this is a 100% requirements contract, Buyer may nonetheless purchase and use Products from other suppliers for the purposes of:quantities.
(a) trial production testing or similar purposes; (b) protecting against actual Seller may impose allocation of any Products where Seller determines, in good faith and at its sole election, that such allocation is required by applicable law, regulation, governmental authority, or potential shortages due to a Force Majeure Event. Seller shall provide Buyer prior written notice prior to any such allocation. Seller shall have no obligation to make up any shortage resulting from an allocation hereunder. Furthermore, this Contract shall not be construed in any way to require Seller to purchase Product or disruptions in transfer Product from another refinery to supply from Seller; and/or any or all of the contract volume hereunder.
(c) in the event If Seller fails plans to be competitive in terms of quality cease producing or Purchase Price of the Products and/or Services, or otherwise breaches the Contract. To the extent this is a requirements contract for less than 100% of Buyerprocessing Product at Seller’s requirements then, unless otherwise specifically stated in facility(ies) supplying the Contract, then Seller may, with ninety (90) days prior notice to Buyer, without liability, cease supplying such Product under the Contract to the extent Seller is not exclusive unable to supply such Product, for any reason, as a result of such cessation, and Buyer Seller may purchase similar products or services from third partiesterminate the Contract; provided, however, that during such ninety (90) day period Seller shall use commercially reasonable efforts to procure all Product volumes previously nominated by ▇▇▇▇▇, in accordance with terms of this agreement, including pricing and points of delivery.
6.2 Unless otherwise agreed (d) ▇▇▇▇▇ expressly agrees and accepts that in writing and signed case of a reduction in the total supply of Product available to the Seller directly or indirectly due to Force Majeure or acts of any governmental authority or by a group of oil producing nations or by the Partieseffect of any Applicable Laws, the Seller may first two weeks satisfy its needs and those of Buyer’s quantity its affiliates before allocating any remaining available supply of Product. Under no circumstances whatsoever, shall Seller be required to purchase additional quantities of Product to fulfill contractual requirements as stated in its Releases are considered firm ordershereunder. Beyond the two-week firm order period in a ReleaseShould Seller so purchase additional Product from other sources, any estimates of annual volume or other estimates, forecasts or projections of future anticipated volume or quantity requirements provided by Buyer in the Contract, Supplier Nomination Letter, or in the remainder of a given Release are provided for informational purposes only, it shall not be binding upon required to allocate such Product to Buyer, and may change from time to time, with or without notice to Seller, during the term of this Contract. Buyer makes no representation, warranty, guaranty or commitment of any kind or nature, express or implied, regarding any forecasts provided to Seller, including with respect to their accuracy or completeness.
Appears in 2 contracts
Sources: Products Contract, Products Contract
Quantity. 6.1 This Purchase 3.1 Unless otherwise stated in the Order, the Order is a requirements contract under which Buyer will shall purchase and Seller will sell all or a specific specified percentage or percentage range of Buyer’s quantity requirements for the Products and/or Services as specified on the face of the Purchase Order. If a percentage or range of Buyer’s requirements is not (as determined solely by Buyer) of Supplies from Seller for the time period specified on in the Purchase Order or, in the case of Supplies used in motor vehicle manufacturing, unless otherwise specified in the Order, or if for the Purchase length of the applicable vehicle manufacturer’s program production life (including model refreshes as determined by the vehicle manufacturer). If the Order specifies states that it is a blanket order, ▇▇▇▇▇ commits to purchasing from Seller each of the quantity as zero, one, “blanket order(s),” “as released,” “see release,” “as scheduled,” “as directed,” or in a similar fashion, then Buyer hereby agrees to buy Supplies and Seller hereby agrees to sell no more than 100% of Buyer's requirements of the Supplies. Under no circumstances shall Buyer be required to purchase from Seller more than 100% of Buyer's requirements for the Supplies or, except as otherwise stated herein, any specific volume or percentage of Buyer’s requirements for the Products, and those Supplies.
3.2 From time to time Buyer may provide Seller with volume and/or quantity requirements will be reflected in the quantities set forth in forecasts or projections for Buyer’s Releases. If a percentage Supplies needs or a percentage range the anticipated duration of Buyer’s requirements the program, if any, for which the Supplies are specified on the Purchase Order or elsewhere in the Contract, this language controls over any other quantity term, such “blanket order(s)”, “as released”, “as scheduled”, etcbeing produced. Seller acknowledges that the volume/duration projections, unlike a Material Release, are not binding on Buyer. Seller acknowledges and agrees that (i) the volume/duration projections may be based upon information supplied to Buyer by ▇▇▇▇▇’s quantity requirements are dependent upon the quantity requirements Customer, contain variables and assumptions, some or all of Customers and which may change over time, may not be within have been accurate at the time that they were made, and/or are beyond the control of Buyer. To the extent this is a 100% requirements contract, Buyer may nonetheless purchase and use Products from other suppliers for the purposes of:
(aii) trial production testing or similar purposes; (b) protecting against actual or potential shortages or disruptions in supply from Seller; and/or (c) in the event Seller fails to be competitive in terms of quality or Purchase Price of the Products and/or Services, or otherwise breaches the Contract. To the extent this is a requirements contract for less than 100% of Buyer’s requirements then, unless otherwise specifically stated in the Contract, the Contract is not exclusive and Buyer may purchase similar products or services from third parties.
6.2 Unless otherwise agreed in writing and signed by the Parties, the first two weeks of Buyer’s quantity requirements as stated in its Releases are considered firm orders. Beyond the two-week firm order period in a Release, any estimates of annual volume or other estimates, forecasts or projections of future anticipated volume or quantity requirements provided by Buyer in the Contract, Supplier Nomination Letter, or in the remainder of a given Release are provided for informational purposes only, shall not be binding upon Buyer, and may change from time to time, with or without notice to Seller, during the term of this Contract. Buyer makes no representation, warranty, warranty or guaranty or commitment of any kind or nature, express or implied, regarding any forecasts provided nature whatsoever as to Seller, including with respect to their the accuracy or completeness.of the volume/duration projections,
Appears in 2 contracts
Sources: North American Terms and Conditions of Purchase, North American Terms and Conditions of Purchase
Quantity. 6.1 This Purchase Order is a requirements contract under which Buyer will purchase and Seller will sell all or a specific percentage or percentage range of Buyer’s quantity requirements for the Products and/or Services as specified on the face of the Purchase Order. If a percentage or range of Buyer’s requirements is not specified on the Purchase Order, or if the Purchase Order specifies the quantity as zero, one, “blanket order(s),” “as released,” “see release,” “as scheduled,” “as directed,” or in a similar fashion, then Buyer hereby agrees to buy and Seller hereby agrees to sell 100% of Buyer’s requirements for the Products, and those quantity requirements will be reflected in the quantities set forth in Buyer’s Releases. If a percentage or a percentage range of Buyer’s requirements are specified on the Purchase Order or elsewhere in the Contract, this language controls over any other quantity term, such “blanket order(s)”, “as released”, “as scheduled”, etc. Seller acknowledges Entegris commits that Buyer’s quantity requirements are dependent upon the quantity requirements of Customers and may not be within the control of Buyer. To the extent this is a 100% requirements contract, Buyer may nonetheless purchase and use Products from other suppliers for the purposes of:
(a) trial production testing or similar purposes; (b) protecting against actual or potential shortages or disruptions in supply from Seller; and/or (c) in the event Seller fails to be competitive in terms of quality or Purchase Price of the Products and/or Services, or otherwise breaches the Contract. To the extent this is a requirements contract for less than 100% of Buyer’s requirements then, unless otherwise specifically stated in the Contract, the Contract is not exclusive and Buyer may purchase similar products or services from third parties.
6.2 Unless otherwise agreed in writing and signed by the Parties, the first two weeks of Buyer’s quantity requirements as stated in its Releases are considered firm orders. Beyond the two-week firm order period in a Release, any estimates of annual volume or other estimates, forecasts or projections of future anticipated volume or quantity requirements provided by Buyer in the Contract, Supplier Nomination Letter, or in the remainder of a given Release are provided for informational purposes only, shall not be binding upon Buyer, and may change from time to time, with or without notice to Seller, during the term of this ContractAgreement, Entegris and its subsidiaries and affiliates (as listed in Schedule 1) will purchase from DuPont not less than ninety percent (90%) of Entegris’ and its subsidiaries and affiliates total PFA, ETFE, and PTFE products purchase requirements for the manufacture by Entegris of parts and components. Buyer makes It is the expectation that in no representationEntegris business will DuPont’s share be less than ninety percent (90%) for the products listed above. The volume of PFA, warrantyETFE, guaranty or commitment and PTFE Products which Entegris and its subsidiaries and affiliates expect to purchase from DuPont each year of any kind or naturethis Agreement is set forth by Entegris providing a forecast, express or impliedherein known as THE ANNUAL FORECAST, regarding any forecasts which shall be provided to SellerDuPont no later than ninety (90) days prior to the end of each calendar year. Notwithstanding the foregoing, if purchase of Products by Entegris is constrained by limitations in supply from DuPont for any reason (including with respect Force Majeure or allocation), the parties expressly agree that Entegris’ purchase commitment set forth in 6.1 shall be waived to their accuracy the extent of the DuPont supply limitations.
6.2 In calendar years 2010 through year 2012, DuPont and its subsidiaries and affiliates ( as listed in Schedule 1) agree to make available for sale to Entegris and its subsidiaries and affiliates one hundred thirty percent (130%) of the volume of PFA, ETFE, and PTFE Products shown in THE ANNUAL FORECAST. DuPont upon reasonable notice will use best efforts to supply volumes of Product exceeding one hundred thirty percent (130%) of the ANNUAL FORECAST. Products sold to Entegris shall be for internal consumption only, not resell. Provided that Entegris’ total requirements for PFA, ETFE, and PTFE Product equal or completenessexceed the volume shown in THE ANNUAL FORECAST for the above-identified fiscal years, Entegris agrees to purchase said minimum volume. In the event that Entegris’ total requirements for PFA, ETFE, and PTFE Products fall below the volume set forth in THE ANNUAL FORECAST for any of the years 2010, 2011 and 2012, Entegris agrees that pursuant to the terms of Article 6.1, purchases of PFA, ETFE, and PTFE Product will reflect a minimum of ninety percent (90%) of its total purchase requirements of PFA, ETFE, and PTFE products in each such year. Notwithstanding the foregoing, if purchase of Products by Entegris is constrained by limitations in supply from DuPont for any reason (including Force Majeure or allocation), the parties expressly agree that Entegris’ purchase commitment set forth in 6.2 shall be waived to the extent of the DuPont supply limitations.
6.3 The maximum monthly quantity ordered by Entegris may not exceed one hundred ten percent (110%) of Entegris’ monthly forecast, as provided for under Article 7, unless agreed to by the parties sixty (60) days prior to the requested ship date.
6.4 The requirements of this Article 6 shall apply to all current Entegris locations and locations acquired during the Term of this Agreement which consume PFA, ETFE, and PTFE products.
Appears in 1 contract
Sources: Fluoropolymer Purchase and Supply Agreement (Entegris Inc)
Quantity. 6.1 This To the extent US law applies, this Purchase Order is a requirements contract under which Buyer will purchase and Seller will sell all or a specific percentage or percentage range of Buyer’s quantity requirements for the Products and/or Services as specified on the face of the Purchase Order. If In case of and limited to a requirements contract under US law, if a percentage or range of Buyer’s requirements is not specified on the Purchase Order, or if the Purchase Order specifies the quantity as zero, one, “blanket order(s),” “as released,” “see release,” “as scheduled,” “as directed,” or in a similar fashion, then Buyer hereby agrees to buy and Seller hereby agrees to sell 100% of Buyer’s requirements for the Products, and those quantity requirements will be reflected in the quantities set forth in Buyer’s Releases. If a percentage or a percentage range of Buyer’s requirements are specified on the Purchase Order or elsewhere in the Contract, this language controls over any other quantity term, such “blanket order(s)”, “as released”, “as scheduled”, etc. Seller acknowledges that Buyer’s quantity requirements are dependent upon the quantity requirements of Customers and may not be within the control of Buyer. To the extent this is a 100% requirements contract, Buyer may nonetheless purchase and use Products from other suppliers for the purposes of:
(a) trial production testing or similar purposes; (b) protecting against actual or potential shortages or disruptions in supply from Seller, as expressly provided below; and/or (c) in the event Seller fails to be competitive in terms of quality or Purchase Price of the Products and/or Services, or otherwise breaches the Contract. To the extent this is a requirements contract for less than 100% of Buyer’s requirements then, unless otherwise specifically stated in the Contract, the Contract is not exclusive and Buyer may purchase similar products or services from third parties.
6.2 Unless otherwise agreed in writing and signed by the Parties, the first two weeks of Buyer’s quantity requirements as stated in its Releases (if appliable) are considered firm orders. Beyond the two-week firm order period in a Release, any estimates of annual volume or other estimates, forecasts or projections of future anticipated volume or quantity requirements provided by Buyer in the Contract, Supplier Nomination Letter, or in the remainder of a given Release are provided for informational purposes only, shall not be binding upon Buyer, and may change from time to time, with or without notice to Seller, during the term of this Contract. Buyer makes no representation, warranty, guaranty or commitment of any kind or nature, express or implied, regarding any forecasts provided to Seller, including with respect to their accuracy or completeness.
Appears in 1 contract
Sources: Purchase Order Agreement
Quantity. 6.1 This Purchase 3.1 Unless otherwise stated in the Order, the Order is a requirements contract under which Buyer will shall purchase and Seller will sell all or a specific specified percentage or percentage range of Buyer’s quantity requirements for the Products and/or Services as specified on the face of the Purchase Order. If a percentage or range of Buyer’s requirements is not (as determined solely by Buyer) of Supplies from Seller for the time period specified on in the Purchase Order or, in the case of Supplies used in motor vehicle manufacturing, unless otherwise specified in the Order, or if for the Purchase length of the applicable vehicle manufacturer’s program production life (including model refreshes as determined by the vehicle manufacturer). If the Order specifies states that it is a blanket order, ▇▇▇▇▇ commits to purchasing from Seller each of the quantity as zero, one, “blanket order(s),” “as released,” “see release,” “as scheduled,” “as directed,” or in a similar fashion, then Supplies and no more than 100% of Buyer’s requirements of the Supplies. Under no circumstances shall Buyer hereby agrees be required to buy and purchase from Seller hereby agrees to sell more than 100% of Buyer’s requirements for the ProductsSupplies or, and those quantity requirements will be reflected in the quantities set forth in Buyer’s Releases. If a except as otherwise stated herein, any specific volume or percentage or a percentage range of Buyer’s requirements for the Supplies.
3.2 From time to time Buyer may provide Seller with volume/duration forecasts or projections for Buyer’s Supplies needs or the anticipated duration of the program, if any, for which the Supplies are specified on the Purchase Order or elsewhere in the Contract, this language controls over any other quantity term, such “blanket order(s)”, “as released”, “as scheduled”, etcbeing produced. Seller acknowledges that the volume/duration projections, unlike a Material Release, are not binding on Buyer. Seller acknowledges and agrees that: (i) the volume/duration projections may be based upon information supplied to Buyer by Buyer’s quantity requirements are dependent upon the quantity requirements Customer, contain variables and assumptions, some or all of Customers and which may change over time, may not be within have been accurate at the time that they were made, and/or are beyond the control of Buyer. To the extent this is a 100% requirements contract, Buyer may nonetheless purchase and use Products from other suppliers for the purposes of:
(a) trial production testing or similar purposes; (bii) protecting against actual or potential shortages or disruptions in supply from Seller; and/or (c) in the event Seller fails to be competitive in terms of quality or Purchase Price of the Products and/or Services, or otherwise breaches the Contract. To the extent this is a requirements contract for less than 100% of Buyer’s requirements then, unless otherwise specifically stated in the Contract, the Contract is not exclusive and Buyer may purchase similar products or services from third parties.
6.2 Unless otherwise agreed in writing and signed by the Parties, the first two weeks of Buyer’s quantity requirements as stated in its Releases are considered firm orders. Beyond the two-week firm order period in a Release, any estimates of annual volume or other estimates, forecasts or projections of future anticipated volume or quantity requirements provided by Buyer in the Contract, Supplier Nomination Letter, or in the remainder of a given Release are provided for informational purposes only, shall not be binding upon Buyer, and may change from time to time, with or without notice to Seller, during the term of this Contract. Buyer makes no representation, warranty, warranty or guaranty or commitment of any kind or nature, express nature whatsoever as to the accuracy of the volume/duration projections; (iii) Buyer shall not have any obligation to correct or implied, regarding update any forecasts provided to Seller, including with respect to their accuracy or completeness.volume/duration projection;
Appears in 1 contract
Quantity. 6.1 This Purchase 3.1 Unless otherwise stated in the Order, the Order is a requirements contract under which Buyer will shall purchase and Seller will sell all or a specific specified percentage or percentage range of Buyer’s quantity requirements for the Products and/or Services as specified on the face of the Purchase Order. If a percentage or range of Buyer’s requirements is not (as determined solely by Buyer) of Supplies from Seller for the time period specified on in the Purchase Order or, in the case of Supplies used in motor vehicle manufacturing, unless otherwise specified in the Order, or if for the Purchase length of the applicable vehicle manufacturer’s program production life (including model refreshes as determined by the vehicle manufacturer). If the Order specifies states that it is a blanket order, ▇▇▇▇▇ commits to purchasing from Seller each of the quantity as zero, one, “blanket order(s),” “as released,” “see release,” “as scheduled,” “as directed,” or in a similar fashion, then Buyer hereby agrees to buy Supplies and Seller hereby agrees to sell no more than 100% of Buyer's requirements of the Supplies. These orders are further subject to the Buyer issuing a release for specific quantities. Under no circumstances shall Buyer be required to purchase from Seller more than 100% of Buyer's requirements for the Supplies or, except as otherwise stated herein, any specific volume or percentage of Buyer’s requirements for the Products, and those Supplies.
3.2 From time to time Buyer may provide Seller with volume and/or quantity requirements will be reflected in the quantities set forth in forecasts or projections for Buyer’s Releases. If a percentage Supplies needs or a percentage range the anticipated duration of Buyer’s requirements the program, if any, for which the Supplies are specified on the Purchase Order or elsewhere in the Contract, this language controls over any other quantity term, such “blanket order(s)”, “as released”, “as scheduled”, etcbeing produced. Seller acknowledges that the volume/duration projections, unlike a Material Release, are not binding on Buyer. Seller acknowledges and agrees that (i) the volume/duration projections may be based upon information supplied to Buyer by ▇▇▇▇▇’s quantity requirements are dependent upon the quantity requirements Customer, contain variables and assumptions, some or all of Customers and which may change over time, may not be within have been accurate at the time that they were made, and/or are beyond the control of Buyer. To the extent this is a 100% requirements contract, Buyer may nonetheless purchase and use Products from other suppliers for the purposes of:
(aii) trial production testing or similar purposes; (b) protecting against actual or potential shortages or disruptions in supply from Seller; and/or (c) in the event Seller fails to be competitive in terms of quality or Purchase Price of the Products and/or Services, or otherwise breaches the Contract. To the extent this is a requirements contract for less than 100% of Buyer’s requirements then, unless otherwise specifically stated in the Contract, the Contract is not exclusive and Buyer may purchase similar products or services from third parties.
6.2 Unless otherwise agreed in writing and signed by the Parties, the first two weeks of Buyer’s quantity requirements as stated in its Releases are considered firm orders. Beyond the two-week firm order period in a Release, any estimates of annual volume or other estimates, forecasts or projections of future anticipated volume or quantity requirements provided by Buyer in the Contract, Supplier Nomination Letter, or in the remainder of a given Release are provided for informational purposes only, shall not be binding upon Buyer, and may change from time to time, with or without notice to Seller, during the term of this Contract. Buyer makes no representation, warranty, warranty or guaranty or commitment of any kind or nature, express or implied, regarding any forecasts provided nature whatsoever as to Seller, including with respect to their the accuracy or completeness.of the volume/duration projections,
Appears in 1 contract
Quantity. 6.1 This Purchase 3.1 Unless otherwise stated in the Order, the Order is a requirements contract under which Buyer will shall purchase and Seller will sell all or a specific specified percentage or percentage range of Buyer’s quantity requirements for the Products and/or Services as specified on the face of the Purchase Order. If a percentage or range of Buyer’s requirements is not (as determined solely by Buyer) of Supplies from Seller for the time period specified on in the Purchase Order or, in the case of Supplies used in motor vehicle manufacturing, unless otherwise specified in the Order, for the length of the applicable vehicle manufacturer’s program production life (including model refreshes as determined by the vehicle manufacturer). If the Order states that it is a blanket order, ▇▇▇▇▇ commits to purchasing from Seller each of the Supplies and no more than 100 of Buyer's requirements of the Supplies. Under no circumstances shall Buyer be required to purchase from Seller more than 100 of Buyer's requirements for the Supplies or, except as otherwise stated herein, any specific volume or if the Purchase Order specifies the quantity as zero, one, “blanket order(s),” “as released,” “see release,” “as scheduled,” “as directed,” or in a similar fashion, then Buyer hereby agrees to buy and Seller hereby agrees to sell 100% percentage of Buyer’s requirements for the Products, and those Supplies.
3.2 From time to time Buyer may provide Seller with volume and/or quantity requirements will be reflected in the quantities set forth in forecasts or projections for Buyer’s Releases. If a percentage Supplies needs or a percentage range the anticipated duration of Buyer’s requirements the program, if any, for which the Supplies are specified on the Purchase Order or elsewhere in the Contract, this language controls over any other quantity term, such “blanket order(s)”, “as released”, “as scheduled”, etcbeing produced. Seller acknowledges that the volume/duration projections, unlike a Material Release, are not binding on Buyer. Seller acknowledges and agrees that (i) the volume/duration projections may be based upon information supplied to Buyer by Buyer’s quantity requirements are dependent upon the quantity requirements Customer, contain variables and assumptions, some or all of Customers and which may change over time, may not be within have been accurate at the time that they were made, and/or are beyond the control of Buyer. To the extent this is a 100% requirements contract, Buyer may nonetheless purchase and use Products from other suppliers for the purposes of:
(aii) trial production testing or similar purposes; (b) protecting against actual or potential shortages or disruptions in supply from Seller; and/or (c) in the event Seller fails to be competitive in terms of quality or Purchase Price of the Products and/or Services, or otherwise breaches the Contract. To the extent this is a requirements contract for less than 100% of Buyer’s requirements then, unless otherwise specifically stated in the Contract, the Contract is not exclusive and Buyer may purchase similar products or services from third parties.
6.2 Unless otherwise agreed in writing and signed by the Parties, the first two weeks of Buyer’s quantity requirements as stated in its Releases are considered firm orders. Beyond the two-week firm order period in a Release, any estimates of annual volume or other estimates, forecasts or projections of future anticipated volume or quantity requirements provided by Buyer in the Contract, Supplier Nomination Letter, or in the remainder of a given Release are provided for informational purposes only, shall not be binding upon Buyer, and may change from time to time, with or without notice to Seller, during the term of this Contract. Buyer makes no representation, warranty, warranty or guaranty or commitment of any kind or naturenature whatsoever as to the accuracy of the volume/duration projections, express (iii) Buyer shall not have any obligation to correct or impliedupdate any volume/duration projection (iv) the actual volumes/duration of ▇▇▇▇▇’s Supplies needs could be materially more or less than what was projected, regarding any forecasts provided to and (v) Seller’s reliance upon a volume/duration projection is at its own risk.
3.3 Buyer may require Seller, including with respect at Seller’s expense, to their accuracy participate in electronic data interchange or completenesssimilar inventory management program for notification of Material Releases, shipping confirmation and/or other information relating to the Order.
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Quantity. 6.1 This Purchase Order is a requirements contract under which Buyer (a) Subject to the terms of this Agreement (including, without limitation, Section 2.6), Purchaser will purchase and exclusively from Seller Purchaser's total Requirements for Products. Subject to the terms of this Agreement, Seller will sell all or a specific percentage or percentage range of Buyer’s quantity requirements to Purchaser the Purchaser's total Re- quirements for Products. Products delivered to the Purchaser hereunder will have the same specifications as Products and/or Services manufactured by Seller as specified on the face of the Purchase Order. If a percentage or range date of Buyer’s requirements is not specified on this Agreement unless otherwise agreed by the Purchase Order, or if the Purchase Order specifies the quantity as zero, one, “blanket order(s),” “as released,” “see release,” “as scheduled,” “as directed,” or in a similar fashion, then Buyer hereby agrees to buy and Seller hereby agrees to sell 100% of Buyer’s requirements for the Products, and those quantity requirements will be reflected in the quantities set forth in Buyer’s Releases. If a percentage or a percentage range of Buyer’s requirements are specified on the Purchase Order or elsewhere in the Contract, this language controls over any other quantity term, such “blanket order(s)”, “as released”, “as scheduled”, etc. Seller acknowledges that Buyer’s quantity requirements are dependent upon the quantity requirements of Customers and may not be within the control of Buyer. To the extent this is a 100% requirements contract, Buyer may nonetheless purchase and use Products from other suppliers for the purposes of:parties.
(a) trial production testing or similar purposes; (b) protecting against actual It is expressly agreed by the parties hereto that in no event may Purchaser acquire Products from Seller for resale to any other party but only for use by the Purchaser as (i) a component in the production or potential shortages fabrication for sale of a complete Climate Control System or disruptions as a part of a kit for sale by the Purchaser or (ii) for sale by the Purchaser as part of a kit and/or Cassette (as defined in supply from Seller; and/or the Master Agreement) to its Affiliates or its Strategic Partners for inclusion in a complete Climate Control System.
(c) in If Seller completely exits the event business of producing Products, Seller fails will give Purchaser 180 days advance notice, and Purchaser shall have the option to be competitive in terms of quality or Purchase Price acquire from Seller the assets and related liabilities of the Products and/or Servicesproduction business for fair market value, as determined without giving any value to such business as an on-going concern.
(d) The parties acknowledge that Seller may manufacture and sell to third parties any products including Products, components of Products or otherwise breaches Climate Control Systems; provided, however, that Seller shall not have the Contract. To right to sell or license others to sell desiccant Products or Climate Control Systems containing desiccant Products for standalone supermarkets, ice rinks and pachinko halls in North America, Japan and Korea for seven years from the extent this is date hereof; provided, further, that if Purchaser does not meet aggregate the sales requirement for such markets, which shall be 1997 actual aggregate sales for such markets compounded by a requirements contract ____ growth rate for less than 100% of Buyer’s requirements theneach year thereafter, unless otherwise specifically stated the restriction in the Contractnext preceding proviso for such markets shall be null and void and of no further force and effect and Seller shall thereafter have the right to sell Products for standalone supermarkets, the Contract is not exclusive ice rinks and Buyer may purchase similar products or services from third partiespachinko halls in North America, Japan and Korea.
6.2 Unless otherwise agreed in writing and signed by the Parties, the first two weeks of Buyer’s quantity requirements as stated in its Releases are considered firm orders. Beyond the two-week firm order period in a Release, any estimates of annual volume or other estimates, forecasts or projections of future anticipated volume or quantity requirements provided by Buyer in the Contract, Supplier Nomination Letter, or in the remainder of a given Release are provided for informational purposes only, shall not be binding upon Buyer, and may change from time to time, with or without notice to Seller, during the term of this Contract. Buyer makes no representation, warranty, guaranty or commitment of any kind or nature, express or implied, regarding any forecasts provided to Seller, including with respect to their accuracy or completeness.
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Quantity. 6.1 This Purchase Order is a requirements contract under which Buyer will purchase (a) The quantities to be sold and Seller will sell all or a specific percentage or percentage range delivered at each point of Buyer’s quantity requirements for the Products and/or Services as delivery specified on the face of the Purchase Order. If a percentage or range of Buyer’s requirements is not specified on the Purchase Order, or if the Purchase Order specifies the quantity as zero, one, “blanket order(s),” “as released,” “see release,” “as scheduled,” “as directed,” or in a similar fashion, then Buyer hereby agrees to buy and Seller hereby agrees to sell 100% of Buyer’s requirements for the Products, and those quantity requirements will be reflected in the quantities applicable Special Provisions (the “Point of Delivery”) during each month or other specified delivery period shall conform to those set forth in Buyer’s Releasesthe Special Provisions of the applicable Contract. If the Special Provisions set forth a percentage or a percentage range of Buyerquantities, then the deliveries shall be within the minimum and maximum volumes within such range. Quantities made available by Seller but not purchased by Buyer may not be carried forward without ▇▇▇▇▇▇’s requirements are specified on written consent. Except as may be required by law, Seller has no obligation whatsoever to sell or deliver to Buyer any quantities in excess of the Purchase Order monthly quantity specifically set forth in a Contract, regardless of whether quantities in excess of such quantities may have been sold and delivered in any preceding month or elsewhere months. At any time during the term of a Contract, Seller and Buyer may mutually elect to sell and purchase additional quantities in accordance with and subject to the terms and conditions contained in the Contract, this language controls over any other quantity term, by supplementing the Contract as to such “blanket order(s)”, “as released”, “as scheduled”, etc. Seller acknowledges that Buyer’s quantity requirements are dependent upon the quantity requirements of Customers and may not be within the control of Buyer. To the extent this is a 100% requirements contract, Buyer may nonetheless purchase and use Products from other suppliers for the purposes of:quantities.
(a) trial production testing or similar purposes; (b) protecting against actual Seller may impose allocation of any Products where Seller determines, in good faith and at its sole election, that such allocation is required by applicable law, regulation, governmental authority, or potential shortages due to a Force Majeure Event. Seller shall provide Buyer prior written notice prior to any such allocation. Seller shall have no obligation to make up any shortage resulting from an allocation hereunder. Furthermore, this Contract shall not be construed in any way to require Seller to purchase Product or disruptions in transfer Product from another refinery to supply from Seller; and/or any or all of the contract volume hereunder.
(c) in the event If Seller fails plans to be competitive in terms of quality cease producing or Purchase Price of the Products and/or Services, or otherwise breaches the Contract. To the extent this is a requirements contract for less than 100% of Buyerprocessing Product at Seller’s requirements then, unless otherwise specifically stated in facility(ies) supplying the Contract, then Seller may, with ninety (90) days prior notice to Buyer, without liability, cease supplying such Product under the Contract to the extent Seller is not exclusive unable to supply such Product, for any reason, as a result of such cessation, and Buyer Seller may purchase similar products or services from third partiesterminate the Contract; provided, however, that during such ninety (90) day period Seller shall use commercially reasonable efforts to procure all Product volumes previously nominated by Buyer, in accordance with terms of this agreement, including pricing and points of delivery.
6.2 Unless otherwise agreed (d) ▇▇▇▇▇ expressly agrees and accepts that in writing and signed case of a reduction in the total supply of Product available to the Seller directly or indirectly due to Force Majeure or acts of any governmental authority or by a group of oil producing nations or by the Partieseffect of any Applicable Laws, the Seller may first two weeks satisfy its needs and those of Buyer’s quantity its affiliates before allocating any remaining available supply of Product. Under no circumstances whatsoever, shall Seller be required to purchase additional quantities of Product to fulfill contractual requirements as stated in its Releases are considered firm ordershereunder. Beyond the two-week firm order period in a ReleaseShould Seller so purchase additional Product from other sources, any estimates of annual volume or other estimates, forecasts or projections of future anticipated volume or quantity requirements provided by Buyer in the Contract, Supplier Nomination Letter, or in the remainder of a given Release are provided for informational purposes only, it shall not be binding upon required to allocate such Product to Buyer, and may change from time to time, with or without notice to Seller, during the term of this Contract. Buyer makes no representation, warranty, guaranty or commitment of any kind or nature, express or implied, regarding any forecasts provided to Seller, including with respect to their accuracy or completeness.
Appears in 1 contract
Sources: Products Contract
Quantity. 6.1 This Purchase Order is a requirements contract under Section 2.1 Buyer shall provide Seller 12 month’s written notice of the date on which Product will be required, and Seller shall, within that 12 month period, complete the installation of Seller’s Meter(s). Upon completion of Seller’s Meter(s), Seller shall sell and deliver to Buyer, and Buyer will shall purchase and receive from Seller, and pay for, the BPR subject to the terms and conditions hereof; provided, however, that Seller will sell all or a specific percentage or percentage range shall have no obligation to supply Product quantities in excess of the PCQ.
Section 2.2 If Buyer’s quantity requirements for Product Requirements at any time temporarily exceed the Products and/or Services as specified on PCQ, Seller may sell Buyer As Available Product.
Section 2.3 [***]. Section 2.4 [***].
Section 3.1 Seller warrants that, at the face time of the Purchase Order. If a percentage or range of Buyer’s requirements is not specified on the Purchase Order, or if the Purchase Order specifies the quantity as zero, one, “blanket order(s),” “as released,” “see release,” “as scheduled,” “as directed,” or in a similar fashion, then Buyer hereby agrees to buy and Seller hereby agrees to sell 100% of Buyer’s requirements for the Products, and those quantity requirements will be reflected in the quantities set forth in Buyer’s Releases. If a percentage or a percentage range of Buyer’s requirements are specified on the Purchase Order or elsewhere in the Contract, this language controls over any other quantity term, such “blanket order(s)”, “as released”, “as scheduled”, etc. Seller acknowledges that Buyer’s quantity requirements are dependent upon the quantity requirements of Customers and may not be within the control of Buyer. To the extent this is a 100% requirements contract, Buyer may nonetheless purchase and use Products from other suppliers for the purposes of:
delivery (a) trial production testing or similar purposesProduct delivered to Buyer hereunder shall conform to the Specifications set out in Appendix 2 (“Specifications”); (b) protecting against actual or potential shortages or disruptions in supply from SellerSeller shall have good title to and the right to transfer the Product and that it is free of all liens, taxes and encumbrances; and/or (c) in that the event Seller fails to be competitive in terms of quality manufacture or Purchase Price sale of the Products and/or ServicesProduct sold and delivered hereunder will not infringe any U.S. Patent, but Seller does not warrant against such infringement by reason of the use of the Product alone, or otherwise breaches the Contract. To the extent this is a requirements contract for less than 100% of Buyer’s requirements then, unless otherwise specifically stated in the Contract, the Contract is not exclusive and Buyer may purchase similar products or services from third parties.
6.2 Unless otherwise agreed in writing and signed by the Parties, the first two weeks of Buyer’s quantity requirements as stated in its Releases are considered firm orders. Beyond the two-week firm order period in a Release, any estimates of annual volume or combination with other estimates, forecasts or projections of future anticipated volume or quantity requirements provided by Buyer in the Contract, Supplier Nomination Lettergoods, or in the remainder operation of a given Release are provided any process. THE FOREGOING IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OF THE PRODUCT OR ITS FITNESS FOR ANY PARTICULAR USE OR PURPOSE. Product which (a) conforms to Specifications is hereinafter sometimes referred to as “On-Spec Product”; and (b) does not conform to Specifications is sometimes hereinafter referred to as “Off-Spec Product.”
Section 3.2 [***]. Buyer shall have the right, at its option and expense, to install pressure regulation equipment downstream from the Delivery Point; provided, however, that Buyer may not install pressure regulation equipment that interferes with the operation of Seller’s Pipeline System. If Buyer has requirements for informational purposes onlyProduct at flow rates above the PCQ, Seller shall not utilize reasonable efforts to maintain the minimum pressure levels, but shall only be binding upon obligated to the minimum pressure specifications up to the PCQ. [***].
Section 3.3 Determination of the suitability of On-Spec Product or Off-Spec Product for any use by Buyer is the sole responsibility of Buyer. [***].
Section 3.4 ▇▇▇▇▇ agrees to notify Seller promptly after ▇▇▇▇▇’s discovery of its receipt of Off-Spec Product and Buyer may, at no cost to Buyer, and may change from time refuse to time, with or without notice receive it prior to Seller, during its passing the term of this ContractDelivery Point. Buyer makes no representationhas the responsibility to comply with all relevant reporting obligations under the Emergency Planning and Community Right-to-Know Act of 1986, warranty42 U.S.C. Sections 11001-11049 (EPCRA, guaranty or commitment also commonly known as Title III of any kind or nature, express or implied, regarding any forecasts provided to Seller, including with respect to their accuracy or completenessthe Superfund Amendments and Reauthorization Act of 1986 [▇▇▇▇ Title III]) resulting from the presence of Product supplied hereunder.
Appears in 1 contract
Sources: Product Supply and Sales Agreement (Rice Acquisition Corp. II)
Quantity. 6.1 This Purchase 3.1 Unless otherwise stated in the Order, the Order is a requirements contract under which Buyer will shall purchase and Seller will sell all or a specific specified percentage or percentage range of Buyer’s quantity requirements for the Products and/or Services as specified on the face of the Purchase Order. If a percentage or range of Buyer’s requirements is not (as determined solely by Buyer) of Supplies from Seller for the time period specified on in the Purchase Order or, in the case of Supplies used in motor vehicle manufacturing, unless otherwise specified in the Order, or if for the Purchase length of the applicable vehicle manufacturer’s program production life (including model refreshes as determined by the vehicle manufacturer). If the Order specifies states that it is a blanket order, ▇▇▇▇▇ commits to purchasing from Seller each of the quantity as zero, one, “blanket order(s),” “as released,” “see release,” “as scheduled,” “as directed,” or in a similar fashion, then Supplies and no more than 100% of Buyer’s requirements of the Supplies. Under no circumstances shall Buyer hereby agrees be required to buy and purchase from Seller hereby agrees to sell more than 100% of Buyer’s requirements for the ProductsSupplies or, and those quantity requirements will be reflected in the quantities set forth in Buyer’s Releases. If a except as otherwise stated herein, any specific volume or percentage or a percentage range of Buyer’s requirements for the Supplies.
3.2 From time to time Buyer may provide Seller with volume/duration forecasts or projections for Buyer’s Supplies needs or the anticipated duration of the program, if any, for which the Supplies are specified on the Purchase Order or elsewhere in the Contract, this language controls over any other quantity term, such “blanket order(s)”, “as released”, “as scheduled”, etcbeing produced. Seller acknowledges that the volume/duration projections, unlike a Material Release, are not binding on Buyer. Seller acknowledges and agrees that: (i) the volume/duration projections may be based upon information supplied to Buyer by Buyer’s quantity requirements are dependent upon the quantity requirements Customer, contain variables and assumptions, some or all of Customers and which may change over time, may not be within have been accurate at the time that they were made, and/or are beyond the control of Buyer. To the extent this is a 100% requirements contract, Buyer may nonetheless purchase and use Products from other suppliers for the purposes of:
(a) trial production testing or similar purposes; (bii) protecting against actual or potential shortages or disruptions in supply from Seller; and/or (c) in the event Seller fails to be competitive in terms of quality or Purchase Price of the Products and/or Services, or otherwise breaches the Contract. To the extent this is a requirements contract for less than 100% of Buyer’s requirements then, unless otherwise specifically stated in the Contract, the Contract is not exclusive and Buyer may purchase similar products or services from third parties.
6.2 Unless otherwise agreed in writing and signed by the Parties, the first two weeks of Buyer’s quantity requirements as stated in its Releases are considered firm orders. Beyond the two-week firm order period in a Release, any estimates of annual volume or other estimates, forecasts or projections of future anticipated volume or quantity requirements provided by Buyer in the Contract, Supplier Nomination Letter, or in the remainder of a given Release are provided for informational purposes only, shall not be binding upon Buyer, and may change from time to time, with or without notice to Seller, during the term of this Contract. Buyer makes no representation, warranty, warranty or guaranty or commitment of any kind or nature, express nature whatsoever as to the accuracy of the volume/duration projections; (iii) Buyer shall not have any obligation to correct or implied, regarding update any forecasts provided to volume/duration projection; (iv) the actual volume/duration of Buyer’s Supplies needs could be materially more or less than what was projected; and (v) Seller’s reliance upon a volume/duration projection is at its own risk.
3.3 Buyer may require Seller, including with respect at Seller’s expense, to their accuracy participate in electronic data interchange or completenesssimilar inventory management program for notification of Material Releases, shipping confirmation and/or other information relating to the Order.
Appears in 1 contract