Common use of Delivery and Shipping Clause in Contracts

Delivery and Shipping. (a) Supplier shall deliver the ordered quantity of each Product so that it arrives at Alcatel’s dock at the delivery destination set forth in the related Purchase Order no more than four (4) business days prior to, and no later than, the mutually agreed delivery date. Except as otherwise mutually agreed, Supplier shall ship each Product in accordance with the method of shipment set forth in the related Purchase Order via the carrier named in the Purchase Order. If the shipment of any Product originates from outside of the United States, then Supplier shall ship the Product FCA (as defined in Incoterms 2000) Supplier’s dock. Otherwise, Supplier shall ship each Product FOB Supplier’s dock. (b) Upon the request of Alcatel, Supplier shall deliver to Alcatel, in the manner that Alcatel reasonably requests, any United States customs and other similar documentation and information regarding any Product delivered to Alcatel pursuant to this Agreement, including without limitation certificates of origin and drawback documentation and information. (c) If any shipment of any Product is, or in Supplier’s opinion is likely to become, delayed so that the Product will not be delivered in accordance with this Section 7.3, then Supplier shall immediately deliver to Alcatel a notice that sets forth the cause for the delay. Upon the request of Alcatel after receipt of such a notice, Supplier shall (i) ship any quantity of the Product (but not in excess of the ordered quantity) to the applicable delivery destination in accordance with any alternative method of shipment designated by Alcatel and (ii) bear any and all additional shipping costs in connection therewith. Notwithstanding the foregoing, Supplier shall not be liable for any such costs if the delay is a direct result of any act or omission of Alcatel. Supplier may, with the consent of Alcatel (which shall not be unreasonably withheld), deliver to Alcatel partial shipments of any Product. (d) Time is of the essence of this Agreement. Supplier hereby acknowledges that Alcatel may incur liquidated or other similar damages if Supplier fails to deliver Product by the delivery date specified in a Purchase Order that Supplier has accepted with an Order Acknowledgment. If Supplier fails to deliver Product by such delivery date and Alcatel pays liquidated or similar damages because of such failure by Supplier, then promptly after the request of Alcatel, Supplier shall reimburse Alcatel for the liquidated or similar damages incurred and paid by Alcatel. The amount of liquidated or similar damages paid by Supplier to Alcatel shall not exceed [***]. Notwithstanding the foregoing, Supplier shall not be liable for any such damages if the late delivery is a direct result of any act or omission of Alcatel or if Alcatel failed to inform Supplier of the liquidated or similar damages clause in the written notice. Alcatel shall use reasonable commercial efforts (i) to negotiate contracts with its customers that do not obligate Alcatel to incur liquidated or other similar damages and (ii) to otherwise minimize the liquidated or other similar damages incurred by Alcatel.

Delivery and Shipping. (a) Supplier shall deliver Delivery of Products will be made EXW (Incoterms 2010) Patheon’s shipping point unless otherwise agreed in a Product Agreement. Subject to Section 8.3(a)(v), risk of loss or of damage to Products will remain with Patheon until Patheon loads the ordered quantity of each Product so that it arrives at AlcatelProducts onto the carrier’s dock vehicle for shipment at the delivery destination set forth shipping point at which time risk of loss or damage will transfer to Indivior. Patheon will, in accordance with Indivior’s instructions and as agent for Indivior, at Indivior’s risk, arrange for shipping to be paid by Indivior. Indivior will arrange for insurance and will select the related Purchase Order no more than four (4) business days prior to, freight carrier used by Patheon to ship Products and no later than, the mutually agreed delivery datemay monitor Patheon’s shipping and freight practices as they pertain to this Agreement. Except as otherwise mutually agreed, Supplier shall ship each Product Products will be transported in accordance with the method of shipment set forth in the related Purchase Order via the carrier named in the Purchase Order. If the shipment of any Product originates from outside of the United States, then Supplier shall ship the Product FCA (as defined in Incoterms 2000) Supplier’s dock. Otherwise, Supplier shall ship each Product FOB Supplier’s dockSpecifications. (b) Upon For the request purposes of Alcatel, Supplier shall deliver to Alcatel, in the manner that Alcatel reasonably requests, any United States customs and other similar documentation and information regarding any Product delivered to Alcatel pursuant to this Agreement, including without limitation certificates delivery of origin and drawback documentation and informationthe Products shall be effectuated on the last to occur of (i) the physical delivery of the Products to the Delivery Point; or (ii) Indivior’s receipt of the certificate of analysis from Patheon confirming such Products meet the Specifications (“Delivery”). Unless otherwise agreed in writing, Patheon agrees that at the time of Delivery, all Products will have a minimum shelf life remaining of no less [***]% of the then current shelf life as filed with the Regulatory Authority. (c) If any shipment Patheon recognizes that late Delivery of any Product isthe Products will have a significant impact on Indivior’s obligations to its customers. Indivior requires as a condition of this Agreement deliveries to be on time. Accordingly, without prejudice to Indivior’s other rights whether hereunder or at law, if Delivery of the quantity Products set forth in an accepted Firm Order does not occur within 7 calendar days of the Delivery Date (“Late Delivery”) Indivior shall be entitled to deduct from the Price the portion of the Firm Order delivered as a Late-Delivery, or in Supplier’s opinion is likely to becomeclaim from Patheon by way of liquidated damages for delay, delayed so that the Product will not be delivered in accordance with this Section 7.3, then Supplier shall immediately deliver to Alcatel the following principles. Patheon agrees that these provisions are a notice that sets forth the cause for the delay. Upon the request reasonable estimate of Alcatel after receipt of such a notice, Supplier shall (i) ship any quantity of the Product (but not in excess of the ordered quantity) to the applicable delivery destination in accordance with any alternative method of shipment designated by Alcatel Indivior’s loss and (ii) bear any and all additional shipping costs in connection therewith. Notwithstanding the foregoing, Supplier shall not be liable for any such costs if the delay is constitute a direct result of any act or omission of Alcatelpenalty. Supplier may, with the consent of Alcatel (which shall not be unreasonably withheld), deliver to Alcatel partial shipments of any Product. (d) Time is of the essence of this Agreement. Supplier hereby acknowledges that Alcatel may incur liquidated or other similar damages if Supplier fails to deliver Product by the delivery date specified in a Purchase Order that Supplier has accepted with an Order Acknowledgment. If Supplier fails to deliver Product by such delivery date and Alcatel pays liquidated or similar damages because of such failure by Supplier, then promptly after the request of Alcatel, Supplier shall reimburse Alcatel for the liquidated or similar damages incurred and paid by Alcatel. The amount of liquidated or similar damages paid by Supplier to Alcatel shall not exceed [***] [***]% [***] [***]% [***] [***]% [***] [***]% [***] [***]% For clarity, a Late Delivery will not include any delay in shipment of Product caused by events outside of Patheon’s reasonable control, such as a Force Majeure Event, a delay in delivery of API or Materials (provided that Patheon ordered Materials with sufficient lead time for such Materials to be delivered on a timely basis), a delay in Product release approval from Indivior, a quality investigation or OOS results which are not determined to be the fault of Patheon, inaccurate Indivior forecasts, or receipt of non-conforming API or Components supplied by Indivior. Notwithstanding the foregoingThe parties acknowledge that any claim under this clause 5.4(c) are without prejudice to any other claims made or to be made by Indivior arising out of such Late Delivery (including for breach), Supplier and shall not be liable for constitute any acceptance of such damages if the late delivery is Late Delivery or nor a direct result waiver of any act or omission of Alcatel or if Alcatel failed to inform Supplier of the liquidated or similar damages clause in the written notice. Alcatel shall use reasonable commercial efforts (i) to negotiate contracts with its customers that do not obligate Alcatel to incur liquidated or other similar damages and (ii) to otherwise minimize the liquidated or other similar damages incurred by Alcatelpossible claims resulting from such Late Delivery.