When a contract is amended by a subsequent written agreement that replaces a defined term or schedule, a definition contained in the earlier version but not reproduced in the later document does not form part of the contract as amended. The Sales Goal under a distribution agreement is measured by orders placed by the distributor with the supplier, not by end-user commitments, unless the agreement expressly provides otherwise. A 'best efforts' or 'best endeavours' clause prescribes a standard of endeavour measured by what is reasonable in the circumstances, having regard to the nature, capacity, qualifications and responsibilities of the obligor.
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