Common use of Supply of the Goods Clause in Contracts

Supply of the Goods. 2.1 During The Term the Supplier shall sell and the Distributor shall purchase the Goods ordered by the Distributor for resale, subject to the Terms of this contract. 2.2 The specification of the Goods shall be as set out in schedule 1, but the Supplier reserves the right to make any change in the specification of the Goods that is necessary in order for them to conform with any applicable laws, provided the Supplier promptly informs the Distributor in writing of any such change that it proposes to make. 2.3 The Distributor shall promptly inform the Supplier of any proposed change in the specification of the Goods which is necessary in order for them to conform with any applicable laws in the Territory, in which event the Supplier shall promptly notify the Distributor in writing whether it is willing to change the specification and (if so) any resulting change in the price of the Goods. If the Supplier does not notify the Distributor in writing within a reasonable time (not exceeding [thirty (30) days – specify any other period]) that it agrees to the change in the specification, or if it does do so but the Distributor does not notify the Supplier in writing within a reasonable time (not exceeding [thirty (30) days – specify any other period]) that it agrees any change in the price of the Goods proposed by the Supplier, the Goods in question shall cease to be subject to this contract, and where the Goods in question form all or a substantial proportion of the Goods covered by this contract, either party may terminate this contract by giving written notice to the other party. 2.4 In each [year – specify any other period] of the Term the Distributor, unless prevented by force majeure, shall order from the Supplier not less than the minimum quantity of the Goods specified in schedule 2. If the Supplier fails by reason of force majeure or otherwise to supply the Distributor with that quantity of the Goods, the minimum quantity of the Goods for the [year – specify any other period] in question shall be reduced by the quantity of the Goods that the Supplier fails to supply.”.] 2.5 Subject to the provisions of this contract, the supply of the Goods shall be made on the basis of the terms of sale set out in schedule 4. In the event of any conflict between those terms and the terms of this contract, the terms of this contract shall prevail.

Supply of the Goods. 2.1 1.1 During The Term the period of this contract (the “Term”) the Supplier shall sell and the Distributor Customer shall purchase the Goods ordered by the Distributor for resaleCustomer, subject to the Terms of this contractfollowing provisions. 2.2 1.2 The specification of the Goods shall be as set out in schedule 1, but the Supplier reserves the right to make any change in the specification of the Goods that is necessary in order for them to conform with any applicable laws, provided the Supplier promptly informs the Distributor Customer in writing of any such change that it proposes to make. 2.3 1.3 The Distributor Customer shall promptly inform the Supplier of any proposed change in the specification of the Goods which is necessary in order for them to conform with any applicable laws in the Territoryterritory of the Customer, in which event the Supplier shall promptly notify the Distributor Customer in writing whether it is willing to change the specification and (if so) any resulting change in the price of the Goods. If the Supplier does not notify the Distributor Customer in writing within a reasonable time (not exceeding [thirty (30) days – specify any other period]) that it agrees to the change in the specification, or if it does do so but the Distributor Customer does not notify the Supplier in writing within a reasonable time (not exceeding [thirty (30) days – specify any other period]) that it agrees any change in the price of the Goods proposed by the Supplier, the Goods in question shall cease to be subject to this contract, and where the Goods in question form all or a substantial proportion of the Goods covered by this contract, either party may terminate this contract by giving written notice to the other party. 2.4 1.4 “In each [year – specify any other period] of the Term the DistributorCustomer, unless prevented by force majeure, shall order from the Supplier not less than the minimum quantity of the Goods specified in schedule 2. If the Supplier fails by reason of force majeure or otherwise to supply the Distributor Customer with that the quantity of the GoodsGoods so ordered by the Customer, the minimum quantity of the Goods for the [year – specify any other period] in question shall be reduced by the quantity of the Goods that the Supplier fails to supply.”.] 2.5 Subject to the provisions of this contract, the supply of the Goods shall be made on the basis of the terms of sale set out in schedule 4. In the event of any conflict between those terms and the terms of this contract, the terms of this contract shall prevail.

Supply of the Goods. 2.1 1.1 During The Term the period of this contract (the “Term”) the Supplier shall sell and the Distributor Customer shall purchase the Goods ordered by the Distributor for resaleCustomer, subject to the Terms of this contractfollowing provisions. 2.2 1.2 The specification of the Goods shall be as set out in schedule 1, but the Supplier reserves the right to make any change in the specification of the Goods that is necessary in order for them to conform with any applicable laws, provided the Supplier promptly informs the Distributor Customer in writing of any such change that it proposes to make. 2.3 1.3 The Distributor Customer shall promptly inform the Supplier of any proposed change in the specification of the Goods which is necessary in order for them to conform with any applicable laws in the Territoryterritory of the Customer, in which event the Supplier shall promptly notify the Distributor Customer in writing whether it is willing to change the specification and (if so) any resulting change in the price of the Goods. If the Supplier does not notify the Distributor Customer in writing within a reasonable time (not exceeding [thirty (30) days – specify any other period]) that it agrees to the change in the specification, or if it does do so but the Distributor Customer does not notify the Supplier in writing within a reasonable time (not exceeding [thirty (30) days – specify any other period]) that it agrees any change in the price of the Goods proposed by the Supplier, the Goods in question shall cease to be subject to this contract, and where the Goods in question form all or a substantial proportion of the Goods covered by this contract, either party may terminate this contract by giving written notice to the other party. 2.4 . “In each [year – specify any other period] of the Term the DistributorCustomer, unless prevented by force majeure, shall order from the Supplier not less than the minimum quantity of the Goods specified in schedule 2. If the Supplier fails by reason of force majeure or otherwise to supply the Distributor Customer with that the quantity of the GoodsGoods so ordered by the Customer, the minimum quantity of the Goods for the [year – specify any other period] in question shall be reduced by the quantity of the Goods that the Supplier fails to supply.”.] the Goods (and any other Goods of the same description) of which the Customer takes delivery from any person in that [year – specify any other period] 2.5 Subject . If the Supplier fails by reason of force majeure or otherwise to supply the provisions of this contract, the supply Customer with any quantity of the Goods so ordered, the minimum quantity for the [year – specify any other period] in question that the Customer would otherwise be required to purchase shall be made on reduced by the basis quantity that the Supplier fails to supply.”.] 1.4 The Supplier shall provide the Customer with any instructions concerning the use of the terms of sale set out Goods which are reasonably required or which the Supplier may reasonably specify, in schedule 4. In which case the event of any conflict between Customer undertakes to comply with those terms and the terms of this contract, the terms of this contract shall prevailinstructions.

Supply of the Goods. 2.1 1.1 During The Term the period of this contract (the “Term”) the Supplier shall sell and the Distributor Customer shall purchase the Goods ordered by the Distributor for resaleCustomer, subject to the Terms of this contractfollowing provisions. 2.2 1.2 The specification of the Goods shall be as set out in schedule 1, but the Supplier reserves the right to make any change in the specification of the Goods that is necessary in order for them to conform with any applicable laws, provided the Supplier promptly informs the Distributor Customer in writing of any such change that it proposes to make. 2.3 1.3 The Distributor Customer shall promptly inform the Supplier of any proposed change in the specification of the Goods which is necessary in order for them to conform with any applicable laws in the Territoryterritory of the Customer, in which event the Supplier shall promptly notify the Distributor Customer in writing whether it is willing to change the specification and (if so) any resulting change in the price of the Goods. If the Supplier does not notify the Distributor Customer in writing within a reasonable time (not exceeding [thirty (30) days – specify any other period]) that it agrees to the change in the specification, or if it does do so but the Distributor Customer does not notify the Supplier in writing within a reasonable time (not exceeding [thirty (30) days – specify any other period]) that it agrees any change in the price of the Goods proposed by the Supplier, the Goods in question shall cease to be subject to this contract, and where the Goods in question form all or a substantial proportion of the Goods covered by this contract, either party may terminate this contract by giving written notice to the other party. 2.4 . “In each [year – specify any other period] of the Term the DistributorCustomer, unless prevented by force majeure, shall order from the Supplier not less than the minimum quantity of the Goods specified in schedule 2. If the Supplier fails by reason of force majeure or otherwise to supply the Distributor Customer with that the quantity of the GoodsGoods so ordered by the Customer, the minimum quantity of the Goods for the [year – specify any other period] in question shall be reduced by the quantity of the Goods that the Supplier fails to supply.”.] 2.5 Subject to ] “In each [year – specify any other period] during the provisions Term the Customer shall order from the Supplier not less than [specify] % of this contract, the supply Customer’s requirements of the Goods shall be made on the basis (or other Goods of the terms same description) calculated by reference to the total quantities of sale set out the Goods (and any other Goods of the same description) of which the Customer takes delivery from any person in schedule 4that [year – specify any other period]. In If the event Supplier fails by reason of force majeure or otherwise to supply the Customer with any conflict between quantity of the Goods so 1.4 The Supplier shall provide the Customer with any instructions concerning the use of the Goods which are reasonably required or which the Supplier may reasonably specify, in which case the Customer undertakes to comply with those terms and the terms of this contract, the terms of this contract shall prevailinstructions.

Supply of the Goods. 2.1 During 1.1 The Term the Supplier shall sell and the Distributor Customer shall purchase the quantities of the Goods ordered by the Distributor for resaleCustomer, subject to the Terms terms of this contractContract. 2.2 1.2 In each year during the duration of this Contract (the “Term”) the Customer shall purchase from the Supplier not less than the minimum quantity of the Goods specified in Schedule 2 (unless the Supplier is prevented by Force Majeure or otherwise from supplying the Customer with that quantity). Alternative: In each year during the duration of this Contract (the “Term”) the Customer shall place orders with the Supplier for not less than [●] per cent of the Customer’s requirements of the Goods (or any other goods of the same description) calculated by reference to the total quantities of the Goods (and any other goods of the same description) of which the Customer takes delivery from any person in that year or which are manufactured by the Customer in that year. 1.3 Subject to article 1.2, the quantity of the Goods to be supplied by the Supplier shall be as set out in each order submitted by the Customer (if confirmed by the Supplier). 1.4 The specification of the Goods shall be as set out in schedule Schedule 1, but the Supplier reserves the right to make any change in the specification of the Goods that is necessary in order for them to conform with any applicable laws, provided the Supplier promptly informs the Distributor in writing of any such change that it proposes to make. 2.3 The Distributor shall promptly inform the Supplier of any proposed change in the specification of the Goods which is necessary in order for them to conform with any applicable laws in or which do not materially affect their quality or performance. 1.5 The Supplier shall provide the TerritoryCustomer with any instructions concerning the use of the Goods which are reasonably required or which the Supplier may reasonably specify, in which event case the Supplier shall promptly notify the Distributor in writing whether it is willing Customer undertakes to change the specification and (if so) any resulting change in the price of the Goods. If the Supplier does not notify the Distributor in writing within a reasonable time (not exceeding [thirty (30) days – specify any other period]) that it agrees to the change in the specification, or if it does do so but the Distributor does not notify the Supplier in writing within a reasonable time (not exceeding [thirty (30) days – specify any other period]) that it agrees any change in the price of the Goods proposed by the Supplier, the Goods in question shall cease to be subject to this contract, and where the Goods in question form all or a substantial proportion of the Goods covered by this contract, either party may terminate this contract by giving written notice to the other partycomply with those instructions. 2.4 In each [year – specify any other period] of the Term the Distributor, unless prevented by force majeure, shall order from the Supplier not less than the minimum quantity of the Goods specified in schedule 2. If the Supplier fails by reason of force majeure or otherwise to supply the Distributor with that quantity of the Goods, the minimum quantity of the Goods for the [year – specify any other period] in question shall be reduced by the quantity of the Goods that the Supplier fails to supply.”.] 2.5 1.6 Subject to the provisions of this contractContract, the supply of the Goods shall be made on the basis terms of the terms Supplier’s standard contract for the international commercial sale of sale set out in schedule 4goods. In the event of any conflict between those terms and the terms of this contractContract, that terms of this Contract shall prevail. 1.7 The Supplier may alter the terms of this its standard contract shall prevailfor the international sale of goods by giving [specify period] written notice to the Customer.

Supply of the Goods. 2.1 Subject to the provisions of this Clause 2 the Supplier shall accept orders from the Buyer to buy the Goods from the start of business on the Commencement Date. 2.2 Every order shall allow the Supplier no less than <<insert period, e.g. 1 Quarter>> of lead-time between receipt of the order and the delivery date, such date to be specified by the Buyer in each order. 2.3 During The Term the continuance of this Agreement the Supplier shall sell and the Distributor Buyer shall purchase such quantities of the Goods as may be ordered by the Distributor for resaleBuyer from time to time under sub-Clause 2.4, subject to the Terms terms and conditions of this contractAgreement. 2.2 2.4 The specification Buyer shall, not less than <<insert period>> Business Days before the beginning of each Quarter, give the Supplier its order for the Goods to be delivered to the Buyer during that Quarter; each order so given shall be final, except that the Supplier may at its discretion accept amendment to an order made by the Buyer within <<insert period>> Business Days after the order is given. 2.5 Orders for the Goods shall be as set out in schedule 1, but given by the Supplier reserves the right Buyer to make any change in the specification of the Goods that is necessary in order for them to conform with any applicable laws, provided the Supplier promptly informs the Distributor in writing of any such change that it proposes to make. 2.3 The Distributor shall promptly inform the Supplier of any proposed change in the specification of the Goods which is necessary in order for them to conform with any applicable laws in the Territory, in which event the Supplier shall promptly notify the Distributor in writing whether it is willing to change the specification and (if so) any resulting change in the price of the Goods. If the Supplier does not notify the Distributor in writing within a reasonable time (not exceeding [thirty (30) days – specify any other period]) that it agrees to the change in the specification, or if it does do so but the Distributor does not notify the Supplier in writing within a reasonable time (or, if given orally, shall be confirmed by the Buyer in writing not exceeding [thirty (30) days – specify any other more than <<insert period]) that it agrees any change >> Business Days after the order is given by the Buyer. 2.6 The Buyer shall notify to the Supplier in the price of writing: 2.6.1 its estimated orders for the Goods proposed by the Supplierfor each Year, the Goods in question shall cease to be subject to this contract, and where the Goods in question form all or a substantial proportion of the Goods covered by this contract, either party may terminate this contract by giving written notice to the other party. 2.4 In each [year – specify any other period] of the Term the Distributor, unless prevented by force majeure, shall order from the Supplier not less than <<insert period>> months prior to that Year; 2.6.2 its estimated orders for the minimum Goods for each Quarter, not less than <<insert period>> weeks prior to that Quarter; and 2.6.3 any revisions to those such estimates, immediately after they are made. 2.7 If the Buyer’s orders for the Goods exceed (or it appears from any estimate or revised estimates given pursuant to sub-Clause 2.6 that they will exceed) the output capacity or available stocks of the Supplier: 2.7.1 the Supplier shall as soon as practicable notify the Buyer; 2.7.2 the Buyer shall be entitled to obtain from any other person such quantity of the Goods specified in schedule 2. If as the Supplier fails by reason is unable to supply in accordance with the Buyer’s orders; and 2.7.3 that quantity shall be deemed for the purposes only of force majeure sub-Clause 2.3 (and, therefore, to the effect that the Supplier shall not be deemed to be in breach of this Agreement for failing to supply under that sub- Clause) to have been ordered from the Supplier, until such time as: 2.7.3.1 the Supplier has given the Buyer written notice (together with such supporting evidence as the Buyer may reasonably require) that it is able to resume the supply of that quantity in accordance with the Buyer’s orders; and 2.7.3.2 the Buyer has had a reasonable time to terminate any alternative arrangements that it may have made with any other party for the supply of that quantity. 2.8 The Supplier shall not be deemed to be in breach of this Agreement where sub-Clause 2.7 applies provided that it complies with sub-Clause 2. 7.1. The Supplier shall not be liable in any way for the Buyer’s inability or otherwise failure to obtain alternative goods from an alternative source. When the Supplier is once again able to supply the Distributor with that quantity quantities of the Goods, the minimum quantity of the Goods for the [year – specify any other period] in question shall be reduced required by the quantity of Buyer it shall notify the Goods that the Supplier fails to supplyBuyer as soon as is reasonably practicable.”.] 2.5 Subject to the provisions of this contract, the supply of the Goods shall be made on the basis of the terms of sale set out in schedule 4. In the event of any conflict between those terms and the terms of this contract, the terms of this contract shall prevail.