§1Model wording
5.1 Forecast. The Buyer shall give the Seller a rolling [3]-month forecast, updated monthly. Forecasts are not commitments except as stated in 5.2.
5.2 Commitment. The Buyer commits to purchase at least [80]% of the forecast for the next month (the "Minimum").
5.3 Shortfall. If the Buyer purchases less than the Minimum in a month, the Seller may invoice [x]% of the Price for each pallet of shortfall, unless the shortfall results from the Seller's failure to deliver or from Non-conforming deliveries.
5.4 Upside. The Seller shall supply up to [120]% of forecast at the contract Price on the lead time in Clause 6.
Values in [square brackets] are yours to set. Have counsel review before use; this is not legal advice.
§2Negotiation notes
Ask for the upside band (5.4) in exchange for the commitment (5.2). A commitment without guaranteed surge capacity favours only the supplier.
Custom pallets often need a firmer commitment because the supplier can't sell your pallet to anyone else.