Specifications Change. K-C shall have the right to propose reasonable changes to Specifications at any time during the term of this Agreement, and Seller agrees to use its commercially reasonable efforts to meet such changes within a reasonable period of time (not to exceed 90 days) after K-C’s written request has been received. For purposes of this paragraph, a reasonable change to Specifications shall mean that the Specifications requested could be met by third-party pulp suppliers in the commercial pulp market. If Seller is unable to meet such changes within such reasonable period, K-C may purchase Pulp meeting changed Specifications elsewhere, and K-C’s Annual Purchase Obligations shall be reduced accordingly. If Seller is able to make such changes, but Seller’s costs are increased or decreased as a direct result of such revised Specifications, Seller and K-C agree to negotiate in good faith to establish, within thirty (30) days of Seller’s knowledge that price changes shall result, any commercially reasonable revisions in price and terms. If the parties are unable to agree on a price adjustment within such 30 day period and K-C elects not to forego the Specifications change, irrespective of any other provision hereof, either party shall have the right to commence the Phase Down Period immediately with respect to the quantity of Pulp for which the change to Specifications was requested. Seller understands that the introduction of process changes in its Pulp manufacturing can potentially affect K-C’s manufacturing process and/or final product attributes. Therefore, Seller will provide K-C with Pulp samples for evaluation at least one hundred twenty (120) days in advance of making any such changes. If, in the sole, reasonable opinion of K-C, a process change by Seller will negatively affect K-C’s manufacturing process and/or final product attributes, then K-C agrees to give Seller an additional ninety (90) days written notice of such negative effects. At the end of such ninety (90) day notice period Seller shall either revoke such process change or immediately and permanently release K-C from its purchase obligations under this Agreement as to the Pulp in question.
Specifications Change. (i) Either Party may request a Specifications change. The Parties shall discuss in good faith the implementation of any such requested change; provided however, that any such change shall be made only upon the mutual consent of both Parties. Either Party may request a Specifications change that is required for compliance with Regulatory Acts or Legal Requirements, which consent shall not be unreasonably withheld or delayed. All such changes in Specifications shall be implemented in accordance with the Change Control Procedure.
