Rolling Forecasts. 1. For each of the quarters constituting the four (4) quarter period ended June 30, 1997, Buyer shall order Products the aggregate purchase price for which, when combined with the aggregate purchase price of products ordered pursuant to the Tinel-Lock Supply Agreement, equals or exceeds the aggregate dollar figure set forth for such quarter on Exhibit C hereto (such amounts the "Initial Commitment"). 2. Every calendar quarter during the term hereof, at least one (1) full month prior to the commencement thereof, Buyer shall submit to Seller its good-faith estimated requirements for total dollar volume to be ordered pursuant to this Agreement for each of the next six (6) calendar quarters ("Buyer's Forecast"). The Buyer's Forecast may be combined with forecasts to be delivered pursuant to the Tinel-Lock Supply Agreement. Except as set forth in Section VII.D.2. hereof, forecasts required by the Tinel-Lock Supply Agreement ("Tinel-Lock Forecasts") but delivered with the Buyer's Forecast shall not be governed by this Agreement, but shall for all purposes be governed by the Tinel Lock Supply Agreement. Buyer's Product Manager will make commercially reasonable efforts to make non-binding forecasts on a Product by Product basis. Buyer and Seller shall each review Buyer's Forecast to assess whether it would require an unreasonable spike in capacity (i.e., ramp-ups from one quarter to the next or from the forecast for such quarter from one Buyer's Forecast to the next) in which event the Buyer and the Seller shall agree upon a mutually acceptable alternative Buyer's Forecast. Ramp-ups of up to 25% per quarter in all events shall be deemed reasonable.
Appears in 2 contracts
Sources: Private Label/Distribution Agreement (Memry Corp), Private Label/Distribution Agreement (Memry Corp)
Rolling Forecasts. 1. (a) For each of the quarters constituting the four (4) quarter period ended June 30, 1997, Buyer shall order Products the aggregate purchase price for which, when combined with the aggregate purchase price of products ordered pursuant to the Tinel-Lock Supply Private Label Agreement, equals or exceeds the aggregate dollar figure set forth for such quarter on Exhibit C hereto (such amounts the "Initial Commitment").
2. (b) Every calendar quarter during the term hereof, at least one (1) full month prior to the commencement thereof, Buyer shall submit to Seller its good-faith estimated requirements for total dollar volume to be ordered pursuant to this Agreement for each of the next six (6) calendar quarters ("Buyer's Forecast"). The Buyer's Forecast may be combined with forecasts to be delivered pursuant to the Tinel-Lock Supply Private Label Agreement. Except as set forth in Section VII.D.2. B.7.(b) hereof, forecasts required by the Tinel-Lock Supply Private Label Agreement ("Tinel-Lock Private Label Forecasts") but delivered with the Buyer's Forecast shall not be governed by this Agreement, but shall for all purposes be governed by the Tinel Lock Supply Private Label Agreement. Buyer's Product Manager will make commercially reasonable efforts to make non-binding forecasts on a Product by Product basis. Buyer and Seller shall each review Buyer's Forecast to assess whether it would require an unreasonable spike in capacity (i.e., ramp-ups from one quarter to the next or from the forecast for such quarter from one Buyer's Forecast to the next) in which event the Buyer and the Seller shall agree upon a mutually acceptable alternative Buyer's Forecast. Ramp-ups of up to 25% per quarter in all events shall be deemed reasonable.
Appears in 1 contract
Sources: Supply Agreement (Memry Corp)