Client-supplied Materials. A. Client shall supply to Catalent for Processing, at [**] cost, all Client-supplied Materials, in quantities sufficient to meet Client’s requirements for Product. Client shall deliver such items and associated certificates of analysis to the Facility between [**] days and [**] days before the Processing Date. Client shall be responsible at its expense for securing any necessary DEA, export or import, similar clearances, permits or certifications required in respect of such supply. Catalent shall use such items solely for Processing. Prior to delivery of any such items, Client shall provide to Catalent a copy of all associated material safety data sheets, safe handling instructions and health and environmental information and any Regulatory certifications or authorizations that may be required under Applicable Laws relating to the API and Product, and shall promptly provide any updates thereto.
B. Following receipt of Client-supplied Materials, Catalent shall inspect such items to verify their identity and comply with such other obligations with respect to such items that are expressly set forth in the Specifications. Unless otherwise expressly required by the Specifications, Catalent shall have no obligation to test such items to confirm that they meet the associated specifications or certificate of analysis or otherwise; but in the event that Catalent detects a nonconformity with the Specifications, Catalent shall give Client prompt notice of such nonconformity. Catalent shall not be liable for any defects in Client-supplied Materials, or in Product as a result of defective Client-supplied Materials, unless Catalent failed to properly perform the foregoing obligations. Catalent shall follow Client’s reasonable written instructions in respect of return or disposal of defective Client-supplied Materials, at Client’s cost.
C. Client shall retain title to Client-supplied Materials at all times and shall bear the risk of loss thereof, except to the extent that such loss results from the gross negligence or willful misconduct of Catalent or its Affiliates.
Client-supplied Materials. Except as expressly set forth in this Agreement or in a Work Plan or as otherwise agreed upon by the Parties, Client will be responsible for sourcing and providing to Hovione all Client-Supplied Materials, *, for all Development Services and Manufacturing Services. Hovione’s requirements for Client-Supplied Materials and the dates by which such Client-Supplied Materials must be provided to Hovione for the commencement of the applicable Services (a) will be set forth in the applicable Work Plan or otherwise mutually agreed to in writing for Development Services, and (b) is set forth in Section 5.5 for Manufacturing Services. Notwithstanding anything in this Agreement to the contrary, Hovione will not be in breach of its obligation to supply Product or perform Services by the agreed to delivery date and it will not constitute a Supply Failure if the delivery or performance delay is substantially the result of Client’s failure to meet its material obligations in accordance with the terms of this Agreement; provided that, if such failure is reasonably likely to cause the delivery or performance delay, Hovione promptly notifies Client thereof and provides Client with a reasonable estimate of the delay and Hovione uses all reasonable efforts to mitigate the delay. Hovione will promptly advise Client in writing of any Client-Supplied Materials that are lost or damaged, including any Material Loss.
Client-supplied Materials. Commencing upon a Commercial Supply Election, Client agrees to use commercially reasonable efforts to build, over time, an inventory of Client-Supplied Materials at the Facility to support * of the Rolling Forecast, and will, at a minimum, provide Client-Supplied Materials to Hovione sufficient to enable Hovione to manufacture the then current binding portion of the Rolling Forecast at least *calendar days in advance of said requirement.
Client-supplied Materials. Identify if any Client —supplied materials in addition to those identified in Appendix A will be supplied by Client. Identify when such Client-Supplied Materials must be at the Hovione Facility for Services to commence
Client-supplied Materials. Client shall deliver to PCD, at Client's sole cost and expense, such subscription, promotion, circulation, billing, correspondence, back issues and other materials and information (herein called "Materials") as PCD shall reasonably request as necessary for PCD to perform its services hereunder. Materials furnished by Client shall meet optical scanning computer addressing, mechanical inserting and other specifications furnished in writing by PCD to Client.
Client-supplied Materials. Client hereby grants to Canary a limited, revocable, non-exclusive, sublicensable, royalty-free license to use, reproduce, distribute, and display the trademarks, logos, copyrights, and any other intellectual property or materials that Client provides to Canary in connection with this Agreement (the “Client-Supplied Materials”) for the purpose of providing Services set forth in this Agreement. Client warrants that it is the exclusive owner of such Client-Supplied Materials, and agrees to indemnify, defend and hold harmless Canary against any and all costs, losses, liabilities, expenses (including reasonable attorney's fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection with third- party claims against Canary that result from any claim relating to Client-Supplied Materials.
Client-supplied Materials. Upon notice to MICROART, TIVIC may supply materials to MICROART. All materials will be delivered to MICROART in sufficient time and in sufficient quantities, including normal attrition levels, to allow MICROART to meet scheduled delivery dates for the applicable products. All consigned materials shall be in good condition and working order. TIVIC assumes complete liability for the quality of all such materials when delivered to MICROART, and MICROART shall not be responsible for any defects or deficiencies therein existing at the time of delivery or that arise after delivery at no fault of MICROART. In such cases, the customer shall be considered a supplier. MICROART will issue a purchase order for the subject material at TIVIC’s standard cost.
Client-supplied Materials. Client shall, at its sole cost and expense, deliver the API and PEO to Halo DDP (Incoterms 2010) the Manufacturing Site in sufficient quantities and at such times as to enable Halo to timely provide the Manufacturing Services on a non-rush basis. To this end, Client shall use Commercially Reasonable Efforts to deliver the API and PEO on or about [*****] in advance of the date on which Product is scheduled to begin processing, which scheduled processing shall be communicated by Halo to Client in writing. Halo shall have the right to charge Client a storage fee as set forth on Schedule B for API or PEO delivered sooner than [*****] in advance of the date on which Product is scheduled to begin processing.
Client-supplied Materials. Halo shall return to Client all unused API and PEO, and deliver to Client all Inventory paid for by Client pursuant to clause (c) above;
Client-supplied Materials. Client, at its expense (including, without limitation, shipping costs), shall supply to Baxter, in a timely manner, all Materials listed in the Xxxx of Materials as Client supplied. On receipt of the Client supplied Materials, Xxxxxx’x sole obligation with respect to evaluation of the Client supplied Materials shall be to (i) review the accompanying certificate of analysis to confirm that the Client supplied Materials conform with the specifications, and (ii) perform testing on the BDS in accordance with the Project Plan. Client shall be liable for the conformance of the BDS and Client supplied Materials to their respective specifications, and Client shall be responsible for any liability arising out of any such nonconformance, including without limitation, Non-Conforming Batches of Product, unless Baxter is required to test the Client supplied Materials and such nonconformance was not detected by Baxter as a result of its negligence or willful misconduct. Unless specifically set forth otherwise in this Agreement, Baxter disclaims any and all liability with respect to Client’s BDS. The responsibility for vendor/supplier qualification is set forth in the Quality Agreement. Baxter shall only use Qualified Subcontractors.
