Delivery of Product. 11.1 Subject to Clause 25 (Capacity Constraints), GSK (or the Nominated Supplier) shall Deliver the Products on the date specified in the relevant Firm Order, provided that: (A) the quantity of Product Delivered by GSK may vary by [***] from the quantity specified in the relevant Firm Order; and (B) the date of Delivery may vary by [***] from the date specified in the relevant Firm Order, and such variance shall not constitute a breach of this Agreement by GSK or entitle the Purchaser to reject such Delivery. Delivery of Commercial API and Commercial Products shall take place following release by GSK of such Products in accordance with (and the extent required by) the Quality Agreement, provided that, for clarity, the Purchaser shall only be required to pay for the quantity of Product that is actually Delivered. 11.2 In respect of Commercial API, the Parties may agree that some or all of the quantities of such Commercial API Delivered pursuant to Clause 11.1 shall remain in the possession of GSK or its Affiliate on [***]. The Purchaser shall pay GSK a storage fee to cover any GSK costs and expenses incurred in connection with holding and storing such [***] stock (“Storage Fee”). The Storage Fee is set forth in Schedule 4 (Fees). For the avoidance of doubt, no Storage Fee is payable in respect of quantities of Commercial API required for the Manufacture of the Commercial Product shown in the Firm Zone and that are held by GSK at designated Manufacturing Site in respect of Commercial Product for the purposes of such Manufacture. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED. 11.3 Subject to paragraph 2 of Schedule 3 (Toll Manufacturing Provisions), the risk in and title to the Commercial Products shall remain with GSK (or its Affiliate) until Delivered, at which point it shall pass to the Purchaser. Title to Commercial API shall pass to the Purchaser when such Commercial API is purchased by Purchaser, but risk in such Commercial API shall remain with GSK in accordance with Clause 8.5 for so long as such Commercial API is in GSK’s possession as Purchaser Materials. 11.4 Other than in respect of Commercial API that the Parties agree shall be retained by GSK on Consignment, the Purchaser shall collect the Products Delivered from the Manufacturing Site on the date of Delivery, or such date as GSK, the Nominated Supplier or the Nominated Manufacturer may notify to the Purchaser (provided that, and if the Delivery date notified to the Purchaser is earlier or later than the Delivery window contemplated by Clause 11.1, the Delivery date must be agreed with the Purchaser). Notwithstanding the foregoing, and without limiting Clause 20.2, Purchaser may, [***], elect to obtain Delivery at any point within [***] of the notified date of Delivery by providing notice to GSK of such revised Delivery date. 11.5 Commercial API that the Parties agree shall be retained by GSK [***] at the Manufacturing Site in respect of Commercial API shall be collected by the Purchaser from such Manufacturing Site on such date as may be agreed between the Parties. 11.6 For the avoidance of doubt, irrespective of whether or not any quantity of Commercial API is retained by GSK [***] for a period of time after Delivery, the Purchaser shall be responsible for the delivery of Toll Materials to the designated Manufacturing Site in respect of Commercial Product.
Appears in 2 contracts
Samples: Commercial Manufacturing and Supply Agreement (Roivant Sciences Ltd.), Commercial Manufacturing and Supply Agreement (Dermavant Sciences LTD)
Delivery of Product. 11.1 10.1 Subject to Clause 25 24 (Capacity Constraints), GSK (or the Nominated Supplier) shall Deliver the Products on the date specified in the relevant Firm Order, provided that:
(A) the quantity of Product Delivered by GSK may vary by [***] from the quantity specified in the relevant Firm Order; and
(B) the date of Delivery may vary by [***] from the date specified in the relevant Firm Order, and such variance shall not constitute a breach of this Agreement by GSK or entitle the Purchaser to reject such Delivery. Delivery of Commercial API New Clinical API, New Clinical Products and Commercial Products New Clinical Placebo shall take place following release by GSK of such Products in accordance with (and the extent required by) the Quality Agreement, provided that, for clarity, the Purchaser shall only be required to pay for the quantity of Product that is actually Delivered.
11.2 10.2 In respect of Commercial Existing Clinical API and (if applicable) New Clinical API, the Parties may agree that some or all of the quantities of such Commercial Existing Clinical API or New Clinical API Delivered pursuant to Clause 11.1 10.1 shall remain in the possession of GSK or its Affiliate on [***]consignment.
10.3 Subject to paragraph 2 of Schedule 3 (Toll Manufacturing Provisions), the risk in and title to the Existing Clinical Products, Existing Clinical Placebo, New Clinical Products and New Clinical Placebo shall remain with GSK (or its Affiliate) until Delivered, at which point it shall pass to the Purchaser. The Title to Existing Clinical API and New Clinical API (if applicable) shall pass to the Purchaser when such Existing Clinical API or New Clinical API is purchased by Purchaser, but risk in such Existing Clinical API and New Clinical API shall pay remain with GSK a storage fee to cover any GSK costs and expenses incurred in connection accordance with holding and storing Clause 7.5 for so long as such [***] stock (“Storage Fee”). The Storage Fee Existing Clinical API or New Clinical API is set forth in Schedule 4 (Fees). For the avoidance of doubt, no Storage Fee is payable in respect of quantities of Commercial API required for the Manufacture of the Commercial Product shown in the Firm Zone and that are held by GSK at designated Manufacturing Site in respect of Commercial Product for the purposes of such ManufactureGSK’s possession as Purchaser Materials. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED.
11.3 Subject to paragraph 2 of Schedule 3 (Toll Manufacturing Provisions), the risk in and title to the Commercial Products shall remain with GSK (or its Affiliate) until Delivered, at which point it shall pass to the Purchaser. Title to Commercial API shall pass to the Purchaser when such Commercial API is purchased by Purchaser, but risk in such Commercial API shall remain with GSK in accordance with Clause 8.5 for so long as such Commercial API is in GSK’s possession as Purchaser Materials.
11.4 10.4 Other than in respect of Commercial Existing Clinical API or New Clinical API that the Parties agree shall be retained by GSK on Consignmentconsignment, the Purchaser shall collect the Products Delivered from the Manufacturing Site on the date of Delivery, or such date as GSK, the Nominated Supplier or the Nominated Manufacturer may notify to the Purchaser (provided that, and if the Delivery date notified from time to the Purchaser is earlier or later than the Delivery window contemplated by Clause 11.1, the Delivery date must be agreed with the Purchaser). Notwithstanding the foregoing, and without limiting Clause 20.2, Purchaser may, [***], elect to obtain Delivery at any point within [***] of the notified date of Delivery by providing notice to GSK of such revised Delivery datetime.
11.5 Commercial API that the Parties agree shall be retained by GSK [***] at the Manufacturing Site in respect of Commercial API shall be collected by the Purchaser from such Manufacturing Site on such date as may be agreed between the Parties.
11.6 For the avoidance of doubt, irrespective of whether or not any quantity of Commercial API is retained by GSK [***] for a period of time after Delivery, the Purchaser shall be responsible for the delivery of Toll Materials to the designated Manufacturing Site in respect of Commercial Product.
Appears in 2 contracts
Samples: Clinical Manufacturing and Supply Agreement (Roivant Sciences Ltd.), Clinical Manufacturing and Supply Agreement (Dermavant Sciences LTD)
Delivery of Product. 11.1 Subject 5.1 Product purchased by Wellman hereunder will, as Wellman may elect in a Delivery Schxxxxx,:
(i) be delixxxxx xnd loaded by Supplier at the Emmen site onto a vehicle designated by Wellman or pneumatically transferred by Supplier to Clause 25 such a vehxxxx; xr (Capacity Constraints)ii) packed in big bags and/or octabins and delivered for storage to a warehouse at the Emmen site designated by Wellman.
5.2 Supplier shall load or pack Product in accordanxx xxxx applicable regulations and as reasonably instructed by Wellman. The costs of packaging of Products shall only be for Xxxxxxx's account if such packaging was ordered by Wellman, GSK (in xxxxx xxse such costs shall be invoiced to Wellman xxxxxxtely, save with respect to certain labor costs ixxxxxxx in packaging as provided in Article 2.6. Prior to loading or packing Product, Supplier will arrange for testing and analysis as required by Exhibit PS 3.
5.3 Title and risk to a Product shall pass to Wellman upon delivery pursuant to Article 5.1.
5.4 In the Nominated Supplier) evxxx xxxt Wellman indicates in a Delivery Schedule that it will fail to xxxx xxlivery of at least 95% of the Monthly Quantity, then, save for in the circumstances provided for in Article 14, Wellman shall Deliver pay Supplier the Products on Fixed Charge in respect of thosx xxxxxities of Product not taken for delivery which are less than 95% of the date specified Monthly Quantity plus any actual costs incurred by Supplier if in excess of such amount.
5.5 In the event that Wellman fails to take delivery of at least 95% of the Monthly Xxxxxxxy and Wellman did not indicate in the relevant Firm OrderDelivery Schedule thax xx xxuld so fail, then, save for in the circumstances provided that:
(A) for in Article 14, Wellman shall pay Supplier the quantity Fixed Charge and the Raw Materixx Xxxxge in respect of those quantities of Product Delivered not taken for delivery which are less than 95% of the Monthly Quantity plus any actual costs incurred by GSK may vary by [***] from the quantity specified Supplier if in the relevant Firm Order; and
(B) the date of Delivery may vary by [***] from the date specified in the relevant Firm Order, and such variance shall not constitute a breach of this Agreement by GSK or entitle the Purchaser to reject such Delivery. Delivery of Commercial API and Commercial Products shall take place following release by GSK excess of such Products in accordance with (and the extent required by) the Quality Agreement, provided that, for clarity, the Purchaser shall only be required to pay for the quantity of Product that is actually Delivered.amount. 12
11.2 In respect of Commercial API, the Parties may agree that some or all of the quantities of such Commercial API Delivered pursuant to Clause 11.1 shall remain in the possession of GSK or its Affiliate on [***]. The Purchaser shall pay GSK a storage fee to cover any GSK costs and expenses incurred in connection with holding and storing such [***] stock (“Storage Fee”). The Storage Fee is set forth in Schedule 4 (Fees). 5.6 For the avoidance of doubt, Wellman shall have no Storage Fee is payable liability in respect of quantities of Commercial API required for the Manufacture of the Commercial Product shown its obligations xxxxx Xrticle 2.1 provided that in the Firm Zone and that are held by GSK at designated Manufacturing Site in respect of Commercial Product for the purposes of such Manufacture. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED.
11.3 Subject to paragraph 2 of Schedule 3 (Toll Manufacturing Provisions), the risk in and title to the Commercial Products shall remain with GSK (or its Affiliate) until Delivered, at which point it shall pass to the Purchaser. Title to Commercial API shall pass to the Purchaser when such Commercial API is purchased by Purchaser, but risk each Year specified in such Commercial API shall remain with GSK in accordance with Clause 8.5 for so long as such Commercial API Article Wellman orders and is in GSK’s possession as Purchaser Materials.
11.4 Other than in respect willing to take delivery of Commercial API that the Parties agree shall be retained by GSK on Consignment, the Purchaser shall collect the Products Delivered from the Manufacturing Site on the date of Delivery, or such date as GSK, the Nominated Supplier or the Nominated Manufacturer may notify to the Purchaser (provided that, and if the Delivery date notified to the Purchaser is earlier or later than the Delivery window contemplated by Clause 11.1, the Delivery date must be agreed with the Purchaser). Notwithstanding the foregoing, and without limiting Clause 20.2, Purchaser may, [***], elect to obtain Delivery at any point within [***] of the notified date of Delivery by providing notice to GSK of such revised Delivery date.
11.5 Commercial API that the Parties agree shall be retained by GSK [***] at the Manufacturing Site in respect of Commercial API shall be collected by the Purchaser from such Manufacturing Site on such date as may be agreed between the Parties.
11.6 For the avoidance of doubt, irrespective of whether or not any least 95% xx xxx quantity of Commercial API is retained by GSK [***] Product specified in such Article for a period of time after Delivery, the Purchaser shall be responsible for the delivery of Toll Materials to the designated Manufacturing Site in respect of Commercial Productsuch Year.
Appears in 1 contract
Delivery of Product. 11.1 Subject 4.1 Delivery as per the schedule agreed to Clause 25 (Capacity Constraints), GSK (or between the Nominated Supplier) shall Deliver BUYER & the Products SUPPLIER is the essence of the Purchase Order. Failure on the date specified part of the SUPPLIER to deliver the Product in the relevant Firm Order, provided that:
(A) the quantity of Product Delivered by GSK time may vary by [***] from the quantity specified in the relevant Firm Order; and
(B) the date of Delivery may vary by [***] from the date specified in the relevant Firm Order, and such variance shall not constitute a breach entail cancellation of this Agreement by GSK or entitle Purchase Order without any liability on the Purchaser part of the BUYER and the BUYER shall have the option of buying the product from any other source at the sole risk & liability of the SUPPLIER who failed to reject such Delivery. Delivery of Commercial API supply in time as per the schedule agreed and Commercial Products SUPPLIER shall take place following release by GSK pay/compensate the difference amount to BUYER which BUYER has incurred on account of such Products in accordance with (and the extent required by) the Quality Agreement, provided that, for clarity, the Purchaser shall only be required to pay for the quantity failure on part of Product that is actually DeliveredSUPPLIER.
11.2 In respect of Commercial API, the Parties may agree that some or all of the quantities of such Commercial API Delivered pursuant to Clause 11.1 shall remain in the possession of GSK or its Affiliate on [***]. 4.2 The Purchaser shall pay GSK a storage fee to cover any GSK costs and expenses incurred in connection with holding and storing such [***] stock (“Storage Fee”). The Storage Fee is set forth in Schedule 4 (Fees). For the avoidance of doubt, no Storage Fee is payable in respect of quantities of Commercial API required for the Manufacture of the Commercial Product shown in the Firm Zone and that are held by GSK at designated Manufacturing Site in respect of Commercial Product for the purposes of such Manufacture. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED.
11.3 Subject to paragraph 2 of Schedule 3 (Toll Manufacturing Provisions), the risk in and title to the Commercial Products shall remain with GSK (or its Affiliate) until Delivered, at which point it shall pass to the Purchaser. Title to Commercial API shall pass to the Purchaser when such Commercial API is purchased by Purchaser, but risk in such Commercial API shall remain with GSK in accordance with Clause 8.5 for so long as such Commercial API is in GSK’s possession as Purchaser Materials.
11.4 Other than in respect of Commercial API that the Parties agree shall be retained by GSK on Consignment, the Purchaser shall collect the Products Delivered from the Manufacturing Site on the date of Delivery, or such date as GSK, the Nominated Supplier or the Nominated Manufacturer may notify to the Purchaser (provided that, and if the Delivery date notified to the Purchaser is earlier or later than the Delivery window contemplated by Clause 11.1, the Delivery date must be agreed with the Purchaser). Notwithstanding the foregoing, and without limiting Clause 20.2, Purchaser may, [***], elect to obtain Delivery at any point within [***] of the notified date of Delivery by providing notice to GSK of such revised Delivery date.
11.5 Commercial API that the Parties agree shall be retained by GSK [***] at the Manufacturing Site in respect of Commercial API shall be collected by the Purchaser from such Manufacturing Site on such date as may be agreed between the Parties.
11.6 For the avoidance of doubt, irrespective of whether or not any quantity of Commercial API is retained by GSK [***] for a period of time after Delivery, the Purchaser shall be responsible for delivery on schdeule CIF terms, therefore, shall be responsible for any related damages and delays upto CIF delivery point. SUPPLIER shall be accountable for any costs of non-delivery, delay, cover, shortage, and overage or line interruption. All Products shall be delivered in the delivery of Toll Materials quantities, to the designated Manufacturing Site location(s) and on the date(s), and when applicable, the time communicated to SUPPLIER bythe BUYER. Products received in respect advance may be held or returned at SUPPLIER’s risk and expense. If Product is held, BUYER’s obligations shall run from scheduled delivery dates. SUPPLIER shall immediately notify BUYER of Commercial Productany anticipated failure to timely deliver Products and the BUYER may cancel or reschedule such orders(s).
4.3 Delivery of the Product to the BUYER shall always be deemed as subject to approval by the BUYER.
4.4 Product delivered in excess of the quantities ordered & scheduled by the BUYER will not be accepted and all charges in respectc of the same will be borne by the Buyer at the risk & responsibility of the SUPPLIER.
Appears in 1 contract
Samples: Purchase Order
Delivery of Product. 11.1 Subject 8.2.1 The Seller shall take all steps to Clause 25 (Capacity Constraints), GSK (ensure that the Product is delivered to the Buyer or such address as may be provided by the Nominated Supplier) shall Deliver Buyer within the Products on the date specified applicable lead times for Order fulfilment as set out in the relevant Firm OrderSeller Service Levels.
8.2.2 Where the address specified by the Buyer for delivery of the Product is the same address where the Logistics Provider stores the Product on behalf of the Seller, provided thatthe Product is deemed to be delivered to the Buyer when:
(Aa) the correct quantity of Product Delivered by GSK may vary by [***] is segregated from the quantity specified other goods stored at the said address and packaged in the relevant Firm Orderaccordance with this Agreement; and
(Bb) the date of Delivery may vary by [***] from the date specified Buyer is notified in the relevant Firm Order, and such variance shall not constitute a breach of this Agreement by GSK or entitle the Purchaser to reject such Delivery. Delivery of Commercial API and Commercial Products shall take place following release by GSK of such Products writing in accordance with this Agreement that the Product is ready to be collected by or on behalf of the Buyer.
8.2.3 Once the Product is ready for delivery, the Seller shall update or procure the Logistics Provider to update the delivery details for the Order, including the delivery company name, tracking number, bill of lading or airway bill or such other document as proof of delivery and such other particulars pertaining to the Order as necessary, on the Platform system. The Buyer will receive notification of the same via the Platform System (“Notification of Ready for Delivery”).
8.2.4 Upon completion of the steps in Clause 8.2.3, the status for the Order will be automatically changed from “Preparing for Delivery” to “Delivery in Progress”.
8.2.5 The Seller shall deliver the Product by using delivery service and other services relating to delivery provided by Mecan in association with third party service providers. This service shall be provided in accordance with such terms as Mecan shall make known to the Seller.
8.2.6 The Seller shall take all reasonable actions for the Buyer to receive the Product within the time period specified on the Seller’s Product page or otherwise as agreed between the Seller and the extent required by) the Quality Agreement, provided that, for clarity, the Purchaser shall only be required to pay for the quantity of Product that is actually DeliveredBuyer.
11.2 In respect of Commercial API8.2.7 If the Seller fails to deliver the Product within such period without reasonable and acceptable justification, Mecan shall be entitled to impose on the Parties may agree that some Seller any or all of the quantities of such Commercial API Delivered pursuant to Clause 11.1 shall remain penalties as set out in the possession of GSK or its Affiliate on [***]. The Purchaser shall pay GSK a storage fee to cover any GSK costs and expenses incurred in connection with holding and storing such [***] stock Schedule 5 (“Storage Fee”Penalties). The Storage Fee is set forth in Schedule 4 (Fees). For the avoidance of doubtFurther, no Storage Fee is payable in respect of quantities of Commercial API required Mecan shall not be responsible or liable for the Manufacture of the Commercial Product shown in the Firm Zone and that are held by GSK at designated Manufacturing Site in respect of Commercial Product for the purposes of such Manufacture. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED.
11.3 Subject to paragraph 2 of Schedule 3 (Toll Manufacturing Provisions), the risk in and title to the Commercial Products shall remain with GSK (any losses or its Affiliate) until Delivered, at which point it shall pass to the Purchaser. Title to Commercial API shall pass to the Purchaser when such Commercial API is purchased by Purchaser, but risk in such Commercial API shall remain with GSK in accordance with Clause 8.5 for so long as such Commercial API is in GSK’s possession as Purchaser Materials.
11.4 Other than in respect of Commercial API that the Parties agree shall be retained by GSK on Consignment, the Purchaser shall collect the Products Delivered from the Manufacturing Site on the date of Delivery, or such date as GSK, the Nominated Supplier or the Nominated Manufacturer may notify to the Purchaser (provided that, and if the Delivery date notified to the Purchaser is earlier or later than the Delivery window contemplated by Clause 11.1, the Delivery date must be agreed with the Purchaser). Notwithstanding the foregoing, and without limiting Clause 20.2, Purchaser may, [***], elect to obtain Delivery at any point within [***] of the notified date of Delivery by providing notice to GSK of such revised Delivery date.
11.5 Commercial API that the Parties agree shall be retained by GSK [***] at the Manufacturing Site in respect of Commercial API shall be collected damages suffered by the Purchaser from Seller due to such Manufacturing Site on such date action as may be agreed between taken by Xxxxx and/or the PartiesBuyer.
11.6 For the avoidance of doubt, irrespective of whether or not any quantity of Commercial API is retained by GSK [***] for a period of time after Delivery, the Purchaser shall be responsible for the delivery of Toll Materials to the designated Manufacturing Site in respect of Commercial Product.
Appears in 1 contract
Samples: Seller Agreement
Delivery of Product. 11.1 Subject Seller shall provide Buyer with the Designated RA Capacity of Product for each day during the Delivery Period consistent with the following: Seller shall, on a timely basis with respect to Clause 25 (each applicable Showing Month, submit, or cause the Unit’s Scheduling Coordinator to submit, Supply Plans in accordance with the Tariff to identify and confirm the Designated RA Capacity Constraints)to be provided to Buyer for each day of such Showing Month that is included in the Delivery Period so that the total amount of Product identified and confirmed for each such day of such Showing Month equals the Designated RA Capacity for such day of such Showing Month. Seller will be deemed to have delivered the Product on each day to the extent that Buyer receives credit from CAISO for such day for Product identified and confirmed in the Supply Plan submitted for the Unit. Hold-Back Capacity, GSK (if any, is deemed Designated RA Capacity delivered, unless utilized under Article 7 as Substitute Capacity, then Designated RA Capacity is delivered according to the timeline requirements therein. Designated RA Capacity will be deemed delivered even if Buyer is unable to supply Available Import Capability to facilitate Xxxxx’s use of Designated RA Capacity. In accordance with Sections 2.1 and subject to Article 7, Seller shall, to the extent required by CAISO or the Nominated Supplier) CPUC rules, cause the information listed in Appendix B to be included in all applicable Supply Plans and shall Deliver cause all Supply Plans to be filed in conformance with the Products on requirements of the date specified CPUC Filing Guide and the Tariff. In addition, if, during the Delivery Period, there are changes to the information included in Appendix B, the relevant Firm Order, provided that:
(A) Parties agree to communicate such changes to each other promptly. Damages for Failure to Provide Designated RA Capacity If Seller fails to deliver to Buyer the quantity Designated RA Capacity of Product Delivered by GSK may vary by [***] from for any day during the quantity specified in the relevant Firm Order; and
(B) the date of Delivery may vary by [***] from the date specified in the relevant Firm OrderPeriod with respect to each Showing Month, and such variance shall failure is not constitute excused under the terms of the Agreement, then Seller is liable for damages pursuant to Section 4.1 of the Master Agreement. Indemnities for Failure to Deliver Designated RA Capacity Xxxxxx agrees to indemnify, defend and hold harmless Buyer from any penalties, fines or costs assessed against Buyer by the CPUC or CAISO resulting from any of the following: Seller’s failure to deliver any portion of the Designated RA Capacity of Product for any portion of the Delivery Period due to a breach Non-Excusable Event and such failure results in the imposition of this Agreement by GSK penalties, fines or entitle the Purchaser costs assessed against Buyer; or A Unit’s Scheduling Coordinator’s failure to reject such Delivery. Delivery of Commercial API and Commercial Products shall take place following release by GSK of such Products timely or accurately submit Supply Plans in accordance with (and the extent required by) applicable Tariff that identify Xxxxx’s right to the Quality Agreement, provided that, Designated RA Capacity purchased hereunder for clarityeach day of the Delivery Period. With respect to the foregoing, the Purchaser Parties shall only use commercially reasonable efforts to minimize such penalties, fines and costs; provided, that in no event shall Buyer be required to pay for the quantity use or change its utilization of Product that is actually Delivered.
11.2 In respect of Commercial APIits owned or controlled assets or market positions to minimize these penalties, the Parties may agree that some or all of the quantities of such Commercial API Delivered pursuant to Clause 11.1 shall remain in the possession of GSK or its Affiliate on [***]. The Purchaser shall pay GSK a storage fee to cover any GSK costs and expenses incurred in connection with holding and storing such [***] stock (“Storage Fee”). The Storage Fee is set forth in Schedule 4 (Fees). For the avoidance of doubt, no Storage Fee is payable in respect of quantities of Commercial API required for the Manufacture of the Commercial Product shown in the Firm Zone and that are held by GSK at designated Manufacturing Site in respect of Commercial Product for the purposes of such Manufacture. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED.
11.3 Subject to paragraph 2 of Schedule 3 (Toll Manufacturing Provisions), the risk in and title to the Commercial Products shall remain with GSK (or its Affiliate) until Delivered, at which point it shall pass to the Purchaser. Title to Commercial API shall pass to the Purchaser when such Commercial API is purchased by Purchaser, but risk in such Commercial API shall remain with GSK in accordance with Clause 8.5 for so long as such Commercial API is in GSK’s possession as Purchaser Materials.
11.4 Other than in respect of Commercial API that the Parties agree shall be retained by GSK on Consignment, the Purchaser shall collect the Products Delivered from the Manufacturing Site on the date of Delivery, or such date as GSK, the Nominated Supplier or the Nominated Manufacturer may notify to the Purchaser (provided thatfines, and if the Delivery date notified to the Purchaser is earlier or later than the Delivery window contemplated by Clause 11.1, the Delivery date must be agreed with the Purchaser)costs. Notwithstanding the foregoing, and without limiting Clause 20.2, Purchaser may, [***], elect to obtain Delivery at any point within [***] Buyer’s Re-Sale of the notified date of Delivery by providing notice to GSK of such revised Delivery date.
11.5 Commercial API that the Parties agree shall be retained by GSK [***] at the Manufacturing Site in respect of Commercial API shall be collected by the Purchaser from such Manufacturing Site on such date as may be agreed between the Parties.
11.6 For the avoidance of doubt, irrespective of whether or not any quantity of Commercial API is retained by GSK [***] for a period of time after Delivery, the Purchaser shall be responsible for the delivery of Toll Materials to the designated Manufacturing Site in respect of Commercial Product.
Appears in 1 contract
Delivery of Product. 11.1 Subject (a) Seller shall provide Buyer with the Designated RA Capacity of Product for each day of each Showing Month.
(b) Seller shall submit, or cause the Unit’s Scheduling Coordinator to Clause 25 submit, by the Notification Deadline (i) Supply Plans to the CAISO, LRA, or other applicable Governmental Body identifying and confirming the Designated RA Capacity Constraintsto be provided to Buyer for the applicable Showing Month, unless Buyer specifically requests in writing that Seller not do so (it being understood that any Designated RA Capacity subject to such a request from Buyer will be deemed to have been provided to Buyer for all purposes under this Confirmation), GSK ; and (ii) written confirmation to Buyer that Buyer will be credited with the Designated RA Capacity for such Showing Month per the Unit’s Scheduling Coordinator Supply Plan.
(c) The Product is delivered and received when the XXXX Tool shows the Supply Plan accepted for the Product from the Unit by CAISO or Seller complies with Buyer’s instruction to withhold all or part of the Nominated SupplierContract Quantity from Seller’s Supply Plan for any Showing Month during the Delivery Period. Seller has failed to deliver the Product if (i) shall Deliver Buyer has elected to submit the Products on Product from the date specified Unit in its Resource Adequacy Plan and such submission is accepted by the CPUC and the CAISO but the Supply Plan and Resource Adequacy Plan are not matched in the relevant Firm OrderXXXX Tool due solely to a Seller error, provided that:
and are rejected by CAISO or (Aii) Seller fails to submit the quantity volume of Product Delivered Designated RA Capacity for any Showing Month pursuant to this Confirmation. Buyer will have received the Contract Quantity if (i) Seller’s Supply Plan is accepted by GSK may vary by [***] from the quantity specified CAISO for the applicable Showing Month, (ii) Seller correctly submits the Supply Plan and the Supply Plan and/or Resource Adequacy Plan are not matched in the relevant Firm Order; and
XXXX Tool due solely to a Buyer error or (Biii) Seller complies with Buyer’s instruction to withhold all or part of the date of Delivery may vary by [***] Contract Quantity from Seller’s Supply Plan for the date specified in applicable Showing Month. Seller will not have failed to deliver the relevant Firm Order, and such variance shall Contract Quantity if Buyer fails or chooses not constitute a breach of this Agreement by GSK or entitle to submit the Purchaser to reject such Delivery. Delivery of Commercial API and Commercial Products shall take place following release by GSK of such Products in accordance with (Unit and the extent required by) the Quality Agreement, provided that, for clarity, the Purchaser shall only be required to pay for the quantity of Product that is actually Delivered.
11.2 In respect of Commercial API, the Parties may agree that some or all of the quantities of such Commercial API Delivered pursuant to Clause 11.1 shall remain in the possession of GSK or its Affiliate on [***]. The Purchaser shall pay GSK a storage fee to cover any GSK costs and expenses incurred in connection with holding and storing such [***] stock (“Storage Fee”). The Storage Fee is set forth in Schedule 4 (Fees). For the avoidance of doubt, no Storage Fee is payable in respect of quantities of Commercial API required for the Manufacture of the Commercial Product shown in the Firm Zone and that are held by GSK at designated Manufacturing Site in respect of Commercial Product for the purposes of such Manufacture. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED.
11.3 Subject to paragraph 2 of Schedule 3 (Toll Manufacturing Provisions), the risk in and title to the Commercial Products shall remain with GSK (or its Affiliate) until Delivered, at which point it shall pass to the Purchaser. Title to Commercial API shall pass to the Purchaser when such Commercial API is purchased by Purchaser, but risk in such Commercial API shall remain with GSK in accordance with Clause 8.5 for so long as such Commercial API is in GSK’s possession as Purchaser Materials.
11.4 Other than in respect of Commercial API that the Parties agree shall be retained by GSK on Consignment, the Purchaser shall collect the Products Delivered from the Manufacturing Site on the date of Delivery, or such date as GSK, the Nominated Supplier or the Nominated Manufacturer may notify to the Purchaser (provided that, and if the Delivery date notified to the Purchaser is earlier or later than the Delivery window contemplated by Clause 11.1, the Delivery date must be agreed Resource Adequacy Plan with the Purchaser). Notwithstanding the foregoing, and without limiting Clause 20.2, Purchaser may, [***], elect to obtain Delivery at any point within [***] of the notified date of Delivery by providing notice to GSK of such revised Delivery dateCPUC or CAISO.
11.5 Commercial API that the Parties agree shall be retained by GSK [***] at the Manufacturing Site in respect of Commercial API shall be collected by the Purchaser from such Manufacturing Site on such date as may be agreed between the Parties.
11.6 For the avoidance of doubt, irrespective of whether or not any quantity of Commercial API is retained by GSK [***] for a period of time after Delivery, the Purchaser shall be responsible for the delivery of Toll Materials to the designated Manufacturing Site in respect of Commercial Product.
Appears in 1 contract
Samples: Transaction Confirmation
Delivery of Product. 11.1 Subject Buyer Compliance Showings . Seller shall submit, or cause the Project’s SC to Clause 25 (submit, a Supply Plan to CAISO to identify and confirm the Product to be delivered to Buyer, or with regard to Resold Product Buyer’s designee, for each Showing Year and each Showing Month for the duration of the Delivery Term. For each of the Capacity Constraints), GSK (or Attributes from the Nominated Supplier) shall Deliver the Products on the date specified Project that Seller submits in its Supply Plan in the relevant Firm Orderapplicable Showing Year and Showing Month, provided that:
(A) Seller shall not submit an amount greater than the quantity amount of each of the respective Capacity Attributes of Product Delivered by GSK may vary by [***] from as provided in Section Three.2. The lowest daily quantity that Seller submits for each of the quantity specified Capacity Attributes in a Supply Plan shall be deemed to be the relevant Firm Order; and
(B) amount of each of the date of Delivery may vary by [***] from the date specified in the relevant Firm Order, and such variance shall not constitute a breach of this Agreement by GSK or entitle the Purchaser to reject such Delivery. Delivery of Commercial API and Commercial Products shall take place following release by GSK of such Products in accordance with (and the extent required by) the Quality Agreement, provided that, for clarity, the Purchaser shall only be required to pay for the quantity Capacity Attributes of Product that is actually Delivered.
11.2 In respect of Commercial APISeller has delivered for such Showing Year or Showing Month, the Parties may agree that some or all of the quantities of such Commercial API Delivered pursuant to Clause 11.1 shall remain in the possession of GSK or its Affiliate on [***]. The Purchaser shall pay GSK a storage fee to cover any GSK costs and expenses incurred in connection with holding and storing such [***] stock as applicable (“Storage FeeDelivered Quantities”). The Storage Fee is set forth No later than fifteen (15) Business Days prior to the applicable Compliance Showing deadlines for each Showing Year and Showing Month, Seller shall submit, or cause the Project’s SC to submit, a Notice to Buyer which includes Seller’s proposed Supply Plan for such Showing Year or Showing Month in Schedule 4 a format and to a platform as Notified by Buyer to Seller prior to such deadline. No later than ten (Fees). For 10) Business Days before the avoidance applicable Compliance Showing deadlines for each Showing Year or Showing Month, Buyer may Notify Seller of doubt, no Storage Fee is payable in respect of quantities of Commercial API required for any administrative or typographical corrections to the Manufacture of the Commercial Product shown Supply Plan and Seller shall implement any such corrections in the Firm Zone and Supply Plan that are held by GSK at designated Manufacturing Site in respect of Commercial Product for the purposes of such Manufacture. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENTit submits, MARKED BY [***]or causes to be submitted, HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED.
11.3 Subject to paragraph 2 of Schedule 3 (Toll Manufacturing Provisions), the risk in and title to the Commercial Products shall remain with GSK (or its Affiliate) until Delivered, at which point it shall pass CAISO. In the event that Buyer does not Notify Seller of any such corrections to the Purchaserproposed Supply Plan, Seller shall submit the Supply Plan to CAISO as it was proposed by Notice to Buyer. Title to Commercial API shall pass to the Purchaser when such Commercial API is purchased by Purchaser, but risk in such Commercial API shall remain with GSK in accordance with Clause 8.5 for so long as such Commercial API is in GSK’s possession as Purchaser MaterialsINTERCONNECTION & OPERATIONS Interconnection Agreement.
11.4 Other than in respect of Commercial API that the Parties agree shall be retained by GSK on Consignment, the Purchaser shall collect the Products Delivered from the Manufacturing Site on the date of Delivery, or such date as GSK, the Nominated Supplier or the Nominated Manufacturer may notify to the Purchaser (provided that, and if the Delivery date notified to the Purchaser is earlier or later than the Delivery window contemplated by Clause 11.1, the Delivery date must be agreed with the Purchaser). Notwithstanding the foregoing, and without limiting Clause 20.2, Purchaser may, [***], elect to obtain Delivery at any point within [***] of the notified date of Delivery by providing notice to GSK of such revised Delivery date.
11.5 Commercial API that the Parties agree shall be retained by GSK [***] at the Manufacturing Site in respect of Commercial API shall be collected by the Purchaser from such Manufacturing Site on such date as may be agreed between the Parties.
11.6 For the avoidance of doubt, irrespective of whether or not any quantity of Commercial API is retained by GSK [***] for a period of time after Delivery, the Purchaser shall be responsible for the delivery of Toll Materials to the designated Manufacturing Site in respect of Commercial Product.
Appears in 1 contract
Samples: Cpe Resource Adequacy Agreement
Delivery of Product. 11.1 Subject (a) Products shall be made available to Clause 25 PRI for pickup in bulk containers (Capacity Constraints)where applicable) at Genpharm's or the Manufacturer's Plant, GSK as the case may be. PRI shall arrange for shipping and/or transportation of the Products from such Plant to PRI's Spring Valley, New York facility and pay all shipping and related costs, including insurance, and any customs duties and other taxes imposed on the importation of the Product into the Territory. Genpharm shall (or shall cause the Nominated SupplierManufacturer to) promptly notify PRI by fax that any order (or part thereof) is available for pick-up at its or at such Manufacturer's Plant (this notice shall Deliver hereafter be referred to as the "AVAILABILITY NOTICE"). PRI shall use reasonable commercial efforts to pick up the Products on that are the date specified in subject of an Availability Notice within 10 business days of receipt of the relevant Firm Order, provided that:
(A) the quantity of Product Delivered by GSK may vary by [***] from the quantity specified in the relevant Firm OrderAvailability Notice; and
(B) the date of Delivery may vary by [***] from the date specified in the relevant Firm Order, and such variance shall not constitute a breach of this Agreement by GSK or entitle the Purchaser to reject such Delivery. Delivery of Commercial API and Commercial Products shall take place following release by GSK of such Products in accordance with (and the extent required by) the Quality Agreement, provided that, if such pickup has not occurred on or CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH SECURITIES AND EXCHANGE COMMISSION ASTERISKS DENOTE SUCH OMISSION prior to the expiry of such 10 day period, PRI shall, for claritypurposes of its payment obligations to Genpharm pursuant to Sections D.1 and D.2 of Schedule "D" hereto, be deemed to have picked up the Purchaser shall only be required to pay for Products which are the quantity of Product that is actually Delivered.
11.2 In respect of Commercial API, the Parties may agree that some or all subject of the quantities Availability Notice on the last business day of such Commercial API Delivered pursuant 10 day period. If the Products in question have not been picked up by or on behalf of PRI within 20 business days of an Availability Notice, Genpharm may, but shall not be obligated to, cause the Products to Clause 11.1 shall remain in the possession be delivered to PRI's Spring Valley, New York, facility at PRI's sole cost and expense and risk of GSK or its Affiliate on [***]. The Purchaser shall pay GSK a storage fee to cover any GSK costs and expenses incurred in connection with holding and storing such [***] stock (“Storage Fee”). The Storage Fee is set forth in Schedule 4 (Fees). For the avoidance of doubt, no Storage Fee is payable in respect of quantities of Commercial API required for the Manufacture of the Commercial Product shown in the Firm Zone and that are held by GSK at designated Manufacturing Site in respect of Commercial Product for the purposes of such Manufacture. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED.
11.3 Subject to paragraph 2 of Schedule 3 (Toll Manufacturing Provisions), the risk in loss and title to the Commercial Products shall remain with GSK (or its Affiliate) until Delivered, at which point it shall pass to PRI upon pickup of the Purchaser. Title Products at Genpharm's or such Manufacturer's Plant, as the case may be, in the same manner as if the pickup had been effected by PRI itself, provided that Genpharm shall provide for the Products to Commercial API be insured during transit in a commercially reasonable manner at PRI's sole cost and expense.
(b) Genpharm shall, or shall cause the Manufacturer to, supply to PRI all documentation necessary to export such Product from the jurisdiction where its Plant is located and all documentation required by PRI to import such Product into the Territory to the extent that same is available to Genpharm (or such Manufacturer) or is reasonably capable of being generated by it.
(c) Risk of loss and title to the Products shall pass to PRI upon pickup of the Purchaser when Product by, on behalf of, or for the account of PRI at Genpharm's or such Commercial API is purchased by Purchaser, but risk in such Commercial API shall remain with GSK in accordance with Clause 8.5 for so long Manufacturer's Plant as such Commercial API is in GSK’s possession as Purchaser Materialsaforesaid.
11.4 Other than (d) Products supplied by Genpharm hereunder shall have a minimum shelf life of 20 months which shall run from the date that the Availability Notice in respect of Commercial API that the Parties agree shall be retained such Product is received by GSK on Consignment, the Purchaser shall collect the Products Delivered from the Manufacturing Site on the date of Delivery, or such date as GSK, the Nominated Supplier or the Nominated Manufacturer may notify to the Purchaser (provided that, and if the Delivery date notified to the Purchaser is earlier or later than the Delivery window contemplated by Clause 11.1, the Delivery date must be agreed with the Purchaser). Notwithstanding the foregoing, and without limiting Clause 20.2, Purchaser may, [***], elect to obtain Delivery at any point within [***] of the notified date of Delivery by providing notice to GSK of such revised Delivery datePRI.
11.5 Commercial API that the Parties agree shall be retained by GSK [***] at the Manufacturing Site in respect of Commercial API shall be collected by the Purchaser from such Manufacturing Site on such date as may be agreed between the Parties.
11.6 For the avoidance of doubt, irrespective of whether or not any quantity of Commercial API is retained by GSK [***] for a period of time after Delivery, the Purchaser shall be responsible for the delivery of Toll Materials to the designated Manufacturing Site in respect of Commercial Product.
Appears in 1 contract
Samples: Product Development Agreement (Pharmaceutical Resources Inc)
Delivery of Product. 11.1 Subject (a) Products shall be made available to Clause 25 Resources for pickup in bulk containers (Capacity Constraints)where applicable) at Genpharm's or the Manufacturer's Plant, GSK as the case may be. Resources shall arrange for shipping and/or transportation of the Products from such Plant to Resources' Spring Valley, New York facility and pay all shipping and related costs, including insurance, and any customs duties and other taxes imposed on the importation of the Product into the Territory. Genpharm shall (or shall cause the Nominated SupplierManufacturer to) promptly notify Resources by fax that any order (or part thereof) is available for pick-up at its or at such Manufacturer's Plant (this notice shall Deliver hereafter be referred to as the "Availability Notice"). Resources shall use reasonable commercial efforts to pick up the Products on that are the date specified in subject of an Availability Notice within 10 business days of receipt of the relevant Firm Order, provided that:
(A) the quantity of Product Delivered by GSK may vary by [***] from the quantity specified in the relevant Firm OrderAvailability Notice; and
(B) the date of Delivery may vary by [***] from the date specified in the relevant Firm Order, and such variance shall not constitute a breach of this Agreement by GSK or entitle the Purchaser to reject such Delivery. Delivery of Commercial API and Commercial Products shall take place following release by GSK of such Products in accordance with (and the extent required by) the Quality Agreement, provided that, if such pickup has not occurred on or prior to the expiry of such 10 day period, Resources shall, for claritypurposes of its payment obligations to Genpharm pursuant to Sections 6.1 and 6.2 below, be deemed to have picked up the Purchaser shall only be required to pay for Products which are the quantity of Product that is actually Delivered.
11.2 In respect of Commercial API, the Parties may agree that some or all subject of the quantities Availability Notice on the last business day of such Commercial API Delivered pursuant 10 day period. If the Products in question have not been picked up by or on behalf of Resources within 20 business days of an Availability Notice, Genpharm may, but shall not be obligated to, cause the Products to Clause 11.1 shall remain in the possession be delivered to Resources' Spring Valley, New York, facility at Resources' sole cost and expense and risk of GSK or its Affiliate on [***]. The Purchaser shall pay GSK a storage fee to cover any GSK costs and expenses incurred in connection with holding and storing such [***] stock (“Storage Fee”). The Storage Fee is set forth in Schedule 4 (Fees). For the avoidance of doubt, no Storage Fee is payable in respect of quantities of Commercial API required for the Manufacture of the Commercial Product shown in the Firm Zone and that are held by GSK at designated Manufacturing Site in respect of Commercial Product for the purposes of such Manufacture. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED.
11.3 Subject to paragraph 2 of Schedule 3 (Toll Manufacturing Provisions), the risk in loss and title to the Commercial Products shall remain with GSK (or its Affiliate) until Delivered, at which point it shall pass to Resources upon pickup of the Purchaser. Title Products at Genpharm's or such Manufacturer's Plant, as the case may be, in the same manner as if the pickup had been effected by Resources itself, provided that Genpharm shall provide for the Products to Commercial API be insured during transit in a commercially reasonable manner at Resources' sole cost and expense.
(b) Genpharm shall, or shall cause the Manufacturer to, supply to Resources all documentation necessary to export such Product from the jurisdiction where its Plant is located and all documentation required by Resources to import such Product into the Territory to the extent that same is available to Genpharm (or such Manufacturer) or is reasonably capable of being generated by it.
(c) Risk of loss and title to the Products shall pass to Resources upon pickup of the Purchaser when Product by, on behalf of, or for the account of Resources at Genpharm's or such Commercial API is purchased by Purchaser, but risk in such Commercial API shall remain with GSK in accordance with Clause 8.5 for so long Manufacturer's Plant as such Commercial API is in GSK’s possession as Purchaser Materialsaforesaid.
11.4 Other than (d) Products supplied by Genpharm hereunder shall have a minimum shelf life of 20 months which shall run from the date that the Availability Notice in respect of Commercial API that the Parties agree shall be retained such Product is received by GSK on Consignment, the Purchaser shall collect the Products Delivered from the Manufacturing Site on the date of Delivery, or such date as GSK, the Nominated Supplier or the Nominated Manufacturer may notify to the Purchaser (provided that, and if the Delivery date notified to the Purchaser is earlier or later than the Delivery window contemplated by Clause 11.1, the Delivery date must be agreed with the Purchaser). Notwithstanding the foregoing, and without limiting Clause 20.2, Purchaser may, [***], elect to obtain Delivery at any point within [***] of the notified date of Delivery by providing notice to GSK of such revised Delivery dateResources.
11.5 Commercial API that the Parties agree shall be retained by GSK [***] at the Manufacturing Site in respect of Commercial API shall be collected by the Purchaser from such Manufacturing Site on such date as may be agreed between the Parties.
11.6 For the avoidance of doubt, irrespective of whether or not any quantity of Commercial API is retained by GSK [***] for a period of time after Delivery, the Purchaser shall be responsible for the delivery of Toll Materials to the designated Manufacturing Site in respect of Commercial Product.
Appears in 1 contract
Samples: Collaboration Agreement (Pharmaceutical Resources Inc)
Delivery of Product. 11.1 Subject Buyer Compliance Showings . [Seller shall submit, or cause the Project’s SC to Clause 25 (submit, a Supply Plan to CAISO to identify and confirm the Product to be delivered to Buyer, or with regard to Resold Product Buyer’s designee, for each Showing Year and each Showing Month for the duration of the Delivery Term. For each of the Capacity Constraints), GSK (or Attributes from the Nominated Supplier) shall Deliver the Products on the date specified Project that Seller submits in its Supply Plan in the relevant Firm Orderapplicable Showing Year and Showing Month, provided that:
(A) Seller shall not submit an amount greater than the quantity amount of each of the respective Capacity Attributes of Product Delivered by GSK may vary by [***] from as provided in Section Three.2. The lowest daily quantity that Seller submits for each of the quantity specified Capacity Attributes in a Supply Plan shall be deemed to be the relevant Firm Order; and
(B) amount of each of the date of Delivery may vary by [***] from the date specified in the relevant Firm Order, and such variance shall not constitute a breach of this Agreement by GSK or entitle the Purchaser to reject such Delivery. Delivery of Commercial API and Commercial Products shall take place following release by GSK of such Products in accordance with (and the extent required by) the Quality Agreement, provided that, for clarity, the Purchaser shall only be required to pay for the quantity Capacity Attributes of Product that is actually Delivered.
11.2 In respect of Commercial APISeller has delivered for such Showing Year or Showing Month, the Parties may agree that some or all of the quantities of such Commercial API Delivered pursuant to Clause 11.1 shall remain in the possession of GSK or its Affiliate on [***]. The Purchaser shall pay GSK a storage fee to cover any GSK costs and expenses incurred in connection with holding and storing such [***] stock as applicable (“Storage FeeDelivered Quantities”). The Storage Fee is No later than fifteen (15) Business Days prior to the applicable Compliance Showing deadlines for each Showing Year and Showing Month, Seller shall submit, or cause the Project’s SC to submit, a Notice to Buyer which includes Seller’s proposed Supply Plan for such Showing Year or Showing Month in a format and to a platform as Notified by Buyer to Seller prior to such deadline. No later than ten (10) Business Days before the applicable Compliance Showing deadlines for each Showing Year or Showing Month, Buyer may Notify Seller of any administrative or typographical corrections to the Supply Plan and Seller shall implement any such corrections in the Supply Plan that it submits, or causes to be submitted, to the CAISO. In the event that Buyer does not Notify Seller of any such corrections to the proposed Supply Plan, Seller shall submit the Supply Plan to CAISO as it was proposed by Notice to Buyer.] INTERCONNECTION & OPERATIONS Interconnection Agreement . At Seller’s expense, Seller shall[,or shall cause the Project Company to,] (i) comply with all terms and conditions contained in the Interconnection Agreements as necessary for the safe and reliable delivery of the Product, and (ii) arrange, schedule and be responsible for any and all electric distribution and transmission service (including any Governmental Approvals required for the foregoing). At no cost or liability to Buyer, Seller shall[, or shall cause the Project Company to,] fulfill all contractual, metering and applicable interconnection requirements, and those requirements set forth in Schedule 4 (Fees)the Utility Distribution Company’s applicable tariffs, the Participating Transmission Owner’s applicable tariffs, the CAISO Tariff and implementing CAISO standards and requirements, so as to be able to deliver the Product to Buyer. For the avoidance of doubtBuyer will not bear any costs or liability under this Agreement related to interconnection, no Storage Fee is payable in respect of quantities of Commercial API required electric distribution or transmission service for the Manufacture Project, regardless of whether PG&E is the Commercial Product shown in the Firm Zone and that are held by GSK at designated Manufacturing Site in respect of Commercial Product (i) Participating TO or (ii) Utility Distribution Company for the purposes of such Manufacture. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSEDProject.
11.3 Subject to paragraph 2 of Schedule 3 (Toll Manufacturing Provisions), the risk in and title to the Commercial Products shall remain with GSK (or its Affiliate) until Delivered, at which point it shall pass to the Purchaser. Title to Commercial API shall pass to the Purchaser when such Commercial API is purchased by Purchaser, but risk in such Commercial API shall remain with GSK in accordance with Clause 8.5 for so long as such Commercial API is in GSK’s possession as Purchaser Materials.
11.4 Other than in respect of Commercial API that the Parties agree shall be retained by GSK on Consignment, the Purchaser shall collect the Products Delivered from the Manufacturing Site on the date of Delivery, or such date as GSK, the Nominated Supplier or the Nominated Manufacturer may notify to the Purchaser (provided that, and if the Delivery date notified to the Purchaser is earlier or later than the Delivery window contemplated by Clause 11.1, the Delivery date must be agreed with the Purchaser). Notwithstanding the foregoing, and without limiting Clause 20.2, Purchaser may, [***], elect to obtain Delivery at any point within [***] of the notified date of Delivery by providing notice to GSK of such revised Delivery date.
11.5 Commercial API that the Parties agree shall be retained by GSK [***] at the Manufacturing Site in respect of Commercial API shall be collected by the Purchaser from such Manufacturing Site on such date as may be agreed between the Parties.
11.6 For the avoidance of doubt, irrespective of whether or not any quantity of Commercial API is retained by GSK [***] for a period of time after Delivery, the Purchaser shall be responsible for the delivery of Toll Materials to the designated Manufacturing Site in respect of Commercial Product.
Appears in 1 contract
Samples: Cpe Resource Adequacy Agreement
Delivery of Product. 11.1 Subject to Clause 25 (Capacity Constraints), GSK (or the Nominated Supplier) 4.1 All Product shall Deliver the Products on the date specified in the relevant Firm Order, provided that:
(A) the quantity of Product Delivered by GSK may vary by [***] be shipped from the quantity specified in the relevant Firm Order; and
(B) the date of Delivery may vary by [***] from the date specified in the relevant Firm OrderTxxxxxx Plastics Group facility located at Clearwater, and such variance Florida. Vendor shall not constitute substitute facilities without the prior written approval of DeRoyal. Vendor agrees that the utilization of a breach substitute plant shall not result in additional charges or costs to DeRoyal of this Agreement any nature, including transportation and distribution charges or costs. Such additional charges or costs shall be the responsibility of Vendor, unless DeRoyal agrees in advance by GSK or entitle the Purchaser written notice to reject such Delivery. Delivery of Commercial API and Commercial Products shall take place following release by GSK of such Products in accordance with (and the extent required by) the Quality Agreement, provided that, for clarity, the Purchaser shall only be required Vendor to pay for the quantity of Product that is actually Deliveredsuch charges or costs.
11.2 In respect 4.2 Payment of Commercial API, all freight charges will be the Parties may agree that some or all responsibility of the quantities of such Commercial API Delivered pursuant to Clause 11.1 shall remain in the possession of GSK or its Affiliate on [***]. The Purchaser shall pay GSK a storage fee to cover any GSK costs and expenses incurred in connection with holding and storing such [***] stock (“Storage Fee”). The Storage Fee is set forth in Schedule 4 (Fees). For the avoidance of doubt, no Storage Fee is payable in respect of quantities of Commercial API required for the Manufacture of the Commercial Product shown in the Firm Zone and that are held by GSK at designated Manufacturing Site in respect of Commercial Product for the purposes of such Manufacture. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED.
11.3 Subject to paragraph 2 of Schedule 3 (Toll Manufacturing Provisions), the risk in and title to the Commercial Products shall remain with GSK (or its Affiliate) until Delivered, at which point it shall pass to the Purchaser. Title to Commercial API shall pass to the Purchaser when such Commercial API is purchased by Purchaser, but risk in such Commercial API shall remain with GSK in accordance with Clause 8.5 for so DeRoyal as long as such Commercial API is in GSK’s possession as Purchaser Materials.
11.4 Other than in respect of Commercial API that Vendor uses the Parties agree shall be retained common carriers selected by GSK on ConsignmentDeRoyal. Should Vendor use a common carrier not selected by DeRoyal, the Purchaser shall collect the Products Delivered from the Manufacturing Site on the date of Delivery, or such date as GSK, the Nominated Supplier or the Nominated Manufacturer may notify to the Purchaser (provided that, and if the Delivery date notified to the Purchaser is earlier or later than the Delivery window contemplated by Clause 11.1, the Delivery date must be agreed with the Purchaser). Notwithstanding the foregoing, and without limiting Clause 20.2, Purchaser may, [***], elect to obtain Delivery at any point within [***] of the notified date of Delivery by providing notice to GSK of such revised Delivery date.
11.5 Commercial API that the Parties agree shall be retained by GSK [***] at the Manufacturing Site in respect of Commercial API shall be collected by the Purchaser from such Manufacturing Site on such date as may be agreed between the Parties.
11.6 For the avoidance of doubt, irrespective of whether or not any quantity of Commercial API is retained by GSK [***] for a period of time after Delivery, the Purchaser Vendor shall be responsible for payment of freight charges associated with such shipment unless DeRoyal approved the common carrier prior to such shipment. The risk of loss shall pass to DeRoyal upon delivery to and acceptance of Toll Materials the Product by DeRoyal.
4.3 The Product shall conform to the designated Manufacturing Site product quality specifications provided to Vendor by DeRoyal set forth in respect the attached Exhibit B and the product specifications set forth in Exhibit C. Should any portion of Commercial Productany shipment to DeRoyal not conform to those specifications, DeRoyal may, at its sole discretion, refuse to accept the entire shipment or may refuse to accept only those portions of the shipment which fail to conform to the specifications. The risk of loss and responsibility for shipping charges shall remain with Vendor for any delivered product not accepted by DeRoyal.
4.4 Vendor shall include its lot numbers and DeRoyal's part number on all shipping labels.
4.5 Subject to Section 5.1, Vendor shall not require minimum order amounts from DeRoyal of either quantity or dollar volume.
4.6 DeRoyal agrees to provide Vendor with the Quality Assurance Methodology to be used by DeRoyal for determining acceptance or rejection of product received from Vendor as set forth in the attached Exhibit B. This methodology shall be in accordance with customary inspection and acceptance methods generally used in the medical device industry.
Appears in 1 contract
Samples: Vendor Supply Agreement (Surgical Safety Products Inc)
Delivery of Product. 11.1 Subject Buyer Compliance Showings . Seller shall submit, or cause the Project’s SC to Clause 25 (submit, a Supply Plan to CAISO to identify and confirm the Product to be delivered to Buyer, or with regard to Resold Product Buyer’s designee, for each Showing Year and each Showing Month for the duration of the Delivery Term. For each of the Capacity Constraints), GSK (or Attributes from the Nominated Supplier) shall Deliver the Products on the date specified Project that Seller submits in its Supply Plan in the relevant Firm Orderapplicable Showing Year and Showing Month, provided that:
(A) Seller shall not submit an amount greater than the quantity amount of each of the respective Capacity Attributes of Product Delivered by GSK may vary by [***] from as provided in Section Three.2. The lowest daily quantity that Seller submits for each of the quantity specified Capacity Attributes in a Supply Plan shall be deemed to be the relevant Firm Order; and
(B) amount of each of the date of Delivery may vary by [***] from the date specified in the relevant Firm Order, and such variance shall not constitute a breach of this Agreement by GSK or entitle the Purchaser to reject such Delivery. Delivery of Commercial API and Commercial Products shall take place following release by GSK of such Products in accordance with (and the extent required by) the Quality Agreement, provided that, for clarity, the Purchaser shall only be required to pay for the quantity Capacity Attributes of Product that is actually Delivered.
11.2 In respect of Commercial APISeller has delivered for such Showing Year or Showing Month, the Parties may agree that some or all of the quantities of such Commercial API Delivered pursuant to Clause 11.1 shall remain in the possession of GSK or its Affiliate on [***]. The Purchaser shall pay GSK a storage fee to cover any GSK costs and expenses incurred in connection with holding and storing such [***] stock as applicable (“Storage FeeDelivered Quantities”). The Storage Fee is No later than fifteen (15) Business Days prior to the applicable Compliance Showing deadlines for each Showing Year and Showing Month, Seller shall submit, or cause the Project’s SC to submit, a Notice to Buyer which includes Seller’s proposed Supply Plan for such Showing Year or Showing Month in a format and to a platform as Notified by Buyer to Seller prior to such deadline. No later than ten (10) Business Days before the applicable Compliance Showing deadlines for each Showing Year or Showing Month, Buyer may Notify Seller of any administrative or typographical corrections to the Supply Plan and Seller shall implement any such corrections in the Supply Plan that it submits, or causes to be submitted, to the CAISO. In the event that Buyer does not Notify Seller of any such corrections to the proposed Supply Plan, Seller shall submit the Supply Plan to CAISO as it was proposed by Notice to Buyer.] INTERCONNECTION & OPERATIONS Interconnection Agreement . At Seller’s expense, Seller shall[,or shall cause the Project Company to,] (i) comply with all terms and conditions contained in the Interconnection Agreements as necessary for the safe and reliable delivery of the Product, and (ii) arrange, schedule and be responsible for any and all electric distribution and transmission service (including any Governmental Approvals required for the foregoing). At no cost or liability to Buyer, Seller shall[, or shall cause the Project Company to,] fulfill all contractual, metering and applicable interconnection requirements, and those requirements set forth in Schedule 4 (Fees)the Utility Distribution Company’s applicable tariffs, the Participating Transmission Owner’s applicable tariffs, the CAISO Tariff and implementing CAISO standards and requirements, so as to be able to deliver the Product to Buyer. For the avoidance of doubtBuyer will not bear any costs or liability under this Agreement related to interconnection, no Storage Fee is payable in respect of quantities of Commercial API required electric distribution or transmission service for the Manufacture Project, regardless of whether PG&E is the Commercial Product shown in the Firm Zone and that are held by GSK at designated Manufacturing Site in respect of Commercial Product (i) Participating TO or (ii) Utility Distribution Company for the purposes of such Manufacture. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSEDProject.
11.3 Subject to paragraph 2 of Schedule 3 (Toll Manufacturing Provisions), the risk in and title to the Commercial Products shall remain with GSK (or its Affiliate) until Delivered, at which point it shall pass to the Purchaser. Title to Commercial API shall pass to the Purchaser when such Commercial API is purchased by Purchaser, but risk in such Commercial API shall remain with GSK in accordance with Clause 8.5 for so long as such Commercial API is in GSK’s possession as Purchaser Materials.
11.4 Other than in respect of Commercial API that the Parties agree shall be retained by GSK on Consignment, the Purchaser shall collect the Products Delivered from the Manufacturing Site on the date of Delivery, or such date as GSK, the Nominated Supplier or the Nominated Manufacturer may notify to the Purchaser (provided that, and if the Delivery date notified to the Purchaser is earlier or later than the Delivery window contemplated by Clause 11.1, the Delivery date must be agreed with the Purchaser). Notwithstanding the foregoing, and without limiting Clause 20.2, Purchaser may, [***], elect to obtain Delivery at any point within [***] of the notified date of Delivery by providing notice to GSK of such revised Delivery date.
11.5 Commercial API that the Parties agree shall be retained by GSK [***] at the Manufacturing Site in respect of Commercial API shall be collected by the Purchaser from such Manufacturing Site on such date as may be agreed between the Parties.
11.6 For the avoidance of doubt, irrespective of whether or not any quantity of Commercial API is retained by GSK [***] for a period of time after Delivery, the Purchaser shall be responsible for the delivery of Toll Materials to the designated Manufacturing Site in respect of Commercial Product.
Appears in 1 contract
Samples: Cpe Resource Adequacy Agreement
Delivery of Product. 11.1 5.1 Subject to Clause 25 (Capacity Constraints)HSI’s satisfaction of its importation obligations under Section 3.6, GSK (or IDB agrees to deliver all Product ordered by HSI hereunder FOB Shipping Point.
5.2 All Product is shipped on a non-returnable basis except only as set forth in Sections 3.7 and 5.3 and except if there is a Product recall. HSI shall pay IDB the Nominated Supplier) shall Deliver Purchase Price for all Product delivered to HSI and released by the Products on the date specified in the relevant Firm Order, provided that:
(A) the quantity of Product Delivered by GSK may vary by Regulatory Authority even if HSI is unable [***] from the quantity specified in the relevant Firm Order; and
(B) the date of Delivery may vary by - Confidential or proprietary information redacted. to sell such Product, subject only to HSI’s right to reject Product as provided below. Not later than [***] from days after its receipt of each shipment of Product at the date Shipping Point, and sooner if reasonably possible, HSI shall notify IDB as provided in Section 5.3 of any basis for rejecting any such Product (the only bases for rejection being as specified in the relevant Firm Order, and such variance shall not constitute a breach of this Agreement by GSK or entitle the Purchaser to reject such Delivery. Delivery of Commercial API and Commercial Products shall take place following release by GSK of such Products in accordance with (and the extent required by) the Quality Agreement, provided that, for clarity, the Purchaser shall only be required to pay for the quantity of Product that is actually Delivered.
11.2 In respect of Commercial API, the Parties may agree that some or all of the quantities of such Commercial API Delivered pursuant to Clause 11.1 shall remain in the possession of GSK or its Affiliate on [***]. The Purchaser shall pay GSK a storage fee to cover any GSK costs and expenses incurred in connection with holding and storing such [***] stock (“Storage Fee”Section 5.3). The Storage Fee is set forth in Schedule 4 (Fees). For the avoidance of doubtIf HSI fails to give such notice to IDB within such period, no Storage Fee is payable in respect of quantities of Commercial API required for the Manufacture of the Commercial then such Product shown in the Firm Zone and that are held by GSK at designated Manufacturing Site in respect of Commercial Product for the purposes of such Manufacture. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED.
11.3 Subject to paragraph 2 of Schedule 3 (Toll Manufacturing Provisions), the risk in and title to the Commercial Products shall remain with GSK (or its Affiliate) until Delivered, at which point it shall pass to the Purchaser. Title to Commercial API shall pass to the Purchaser when such Commercial API is purchased by Purchaser, but risk in such Commercial API shall remain with GSK in accordance with Clause 8.5 for so long as such Commercial API is in GSK’s possession as Purchaser Materials.
11.4 Other than in respect of Commercial API that the Parties agree shall be retained deemed to be finally accepted by GSK on Consignment, the Purchaser shall collect the Products Delivered from the Manufacturing Site on the date of Delivery, or such date as GSK, the Nominated Supplier or the Nominated Manufacturer may notify to the Purchaser (provided that, and if the Delivery date notified to the Purchaser is earlier or later than the Delivery window contemplated by Clause 11.1, the Delivery date must be agreed with the Purchaser)HSI. Notwithstanding the foregoing, if HSI thereafter discovers a latent defect which could not readily be identified upon a reasonable inspection of Product at the time of delivery to the Shipping Point, and without limiting Clause 20.2such latent defect constitutes a Defective Product (as defined in Section 11.4 below), Purchaser mayHSI shall inform IDB of such Defective Product within five (5) business days of such discovery, [***]and the provisions of Section 5.3 shall apply.
5.3 To reject Product, elect HSI shall, within the rejection period specified in Section 5.2, notify IDB of its rejection in writing, describing in detail the basis for such rejection (which must be either, and shall be limited to, (i) a Defective Product as defined in Section 11.4 below, or (ii) physical damage to obtain Delivery at any point Product in the course of shipment to HSI) and the amount of Product affected, and request a return authorization (“RA”) number. IDB shall provide the RA number to HSI within [***] days after receipt of the notified date of Delivery by providing notice to GSK of such revised Delivery date.
11.5 Commercial API that the Parties agree shall be retained by GSK request. Within [***] at days after HSI’s receipt of the Manufacturing Site in respect RA number, HSI shall return to IDB the rejected Product, freight prepaid, with the RA number displayed on the outside of Commercial API shall be collected by the Purchaser from such Manufacturing Site carton. IDB reserves the right to refuse to accept any rejected Product that does not bear an RA number on such date the outside of the carton. As promptly as may be agreed between the Parties.
11.6 For the avoidance of doubtpossible, irrespective of whether or not any quantity of Commercial API is retained by GSK and within [***] days after receipt of properly rejected Product if reasonably possible, IDB shall use commercially reasonable efforts to replace the Product, at its expense, as provided in Section 5.4. IDB shall pay the shipping charges back to HSI for a period of time after Deliveryproperly rejected Product; otherwise, the Purchaser HSI shall be responsible for the shipping charges.
5.4 In the event HSI rejects any shipment of Product in accordance with Sections 5.2 and 5.3 or in the event of failure to obtain Product releases from the Regulatory Authority by [**] of a given Flu Season, then IDB shall use commercially reasonable efforts to provide, but shall not guarantee to provide, replacement Product, subject in all respects to IDB’s commitments to the Government of Canada as provided in Section 3.2. In the event IDB does not supply replacement Product to HSI within a reasonable period (at least [**] days) and HSI notifies IDB in writing that it elects not to wait beyond such period for replacement Product, then IDB shall credit HSI for the amount, if any, previously paid by HSI for such rejected or unreleased Product, but IDB shall not be deemed to be in breach of this Agreement or to have any liability to HSI because it failed to supply replacement Product; provided, however, that if HSI has not yet paid for such rejected or unreleased Product and IDB fails to supply replacement Product, HSI shall have no obligation to pay for such rejected or unreleased Product. If IDB will not be able to supply replacement Product until after [**] of a given Flu Season, then HSI may elect, at its option, to accept such replacement Product after such date or to receive a credit for the amount, if any, previously paid by HSI for the rejected or unreleased Product, provided that HSI notifies IDB in writing of its election within five (5) business days after [**] . If HSI wrongfully rejects Product or wrongfully fails to take delivery of Toll Materials any shipment of Product, then IDB shall be entitled to invoice HSI for the Transfer Price and then the Purchase Price of such Product as set forth in Schedule 1, together with the cost of disposing of such Product, if applicable, and HSI shall pay such invoiced amount within thirty (30) days of the invoice date. [**] - Confidential or proprietary information redacted.
5.5 Risk of loss of or damage to Product supplied by IDB to HSI shall pass to HSI at the time Product is delivered to the designated Manufacturing Site Shipping Point. If HSI properly rejects Product in accordance with Sections 5.2 and 5.3, then risk of loss of or damage to Product will pass back to IDB upon delivery by HSI to the first return carrier. Title to Product shall pass to HSI at the time Product is delivered to the Shipping Point. If any shipment of Product is delivered to the Shipping Point before such Product is released by the Regulatory Authority, HSI shall quarantine such Product, at its sole cost, until such Product is released. HSI shall have title to, and shall bear all responsibility and liability with respect of Commercial Productto, all Product after it is delivered to the Shipping Point, including all Product in quarantine.
Appears in 1 contract
Delivery of Product. 11.1 Subject to Clause 25 (Capacity Constraints), GSK (or the Nominated Supplier) 4.1 All Product shall Deliver the Products on the date specified in the relevant Firm Order, provided that:
(A) the quantity of Product Delivered by GSK may vary by [***] be shipped from the quantity specified in the relevant Firm Order; and
(B) the date of Delivery may vary by [***] from the date specified in the relevant Firm OrderTuthill Plastics Group facilixx xxxxted at Clearwater, and such variance Florida. Vendor shall not constitute substitute facilities without the prior written approval of DeRoyal. Vendor agrees that the utilization of a breach substitute plant shall not result in additional charges or costs to DeRoyal of this Agreement any nature, including transportation and distribution charges or costs. Such additional charges or costs shall be the responsibility of Vendor, unless DeRoyal agrees in advance by GSK or entitle the Purchaser written notice to reject such Delivery. Delivery of Commercial API and Commercial Products shall take place following release by GSK of such Products in accordance with (and the extent required by) the Quality Agreement, provided that, for clarity, the Purchaser shall only be required Vendor to pay for the quantity of Product that is actually Deliveredsuch charges or costs.
11.2 In respect 4.2 Payment of Commercial API, all freight charges will be the Parties may agree that some or all responsibility of the quantities of such Commercial API Delivered pursuant to Clause 11.1 shall remain in the possession of GSK or its Affiliate on [***]. The Purchaser shall pay GSK a storage fee to cover any GSK costs and expenses incurred in connection with holding and storing such [***] stock (“Storage Fee”). The Storage Fee is set forth in Schedule 4 (Fees). For the avoidance of doubt, no Storage Fee is payable in respect of quantities of Commercial API required for the Manufacture of the Commercial Product shown in the Firm Zone and that are held by GSK at designated Manufacturing Site in respect of Commercial Product for the purposes of such Manufacture. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED.
11.3 Subject to paragraph 2 of Schedule 3 (Toll Manufacturing Provisions), the risk in and title to the Commercial Products shall remain with GSK (or its Affiliate) until Delivered, at which point it shall pass to the Purchaser. Title to Commercial API shall pass to the Purchaser when such Commercial API is purchased by Purchaser, but risk in such Commercial API shall remain with GSK in accordance with Clause 8.5 for so DeRoyal as long as such Commercial API is in GSK’s possession as Purchaser Materials.
11.4 Other than in respect of Commercial API that Vendor uses the Parties agree shall be retained common carriers selected by GSK on ConsignmentDeRoyal. Should Vendor use a common carrier not selected by DeRoyal, the Purchaser shall collect the Products Delivered from the Manufacturing Site on the date of Delivery, or such date as GSK, the Nominated Supplier or the Nominated Manufacturer may notify to the Purchaser (provided that, and if the Delivery date notified to the Purchaser is earlier or later than the Delivery window contemplated by Clause 11.1, the Delivery date must be agreed with the Purchaser). Notwithstanding the foregoing, and without limiting Clause 20.2, Purchaser may, [***], elect to obtain Delivery at any point within [***] of the notified date of Delivery by providing notice to GSK of such revised Delivery date.
11.5 Commercial API that the Parties agree shall be retained by GSK [***] at the Manufacturing Site in respect of Commercial API shall be collected by the Purchaser from such Manufacturing Site on such date as may be agreed between the Parties.
11.6 For the avoidance of doubt, irrespective of whether or not any quantity of Commercial API is retained by GSK [***] for a period of time after Delivery, the Purchaser Vendor shall be responsible for payment of freight charges associated with such shipment unless DeRoyal approved the common carrier prior to such shipment. The risk of loss shall pass to DeRoyal upon delivery to and acceptance of Toll Materials the Product by DeRoyal.
4.3 The Product shall conform to the designated Manufacturing Site product quality specifications provided to Vendor by DeRoyal set forth in respect the attached Exhibit B and the product specifications set forth in Exhibit C. Should any portion of Commercial Productany shipment to DeRoyal not conform to those specifications, DeRoyal may, at its sole discretion, refuse to accept the entire shipment or may refuse to accept only those portions of the shipment which fail to conform to the specifications. The risk of loss and responsibility for shipping charges shall remain with Vendor for any delivered product not accepted by DeRoyal.
4.4 Vendor shall include its lot numbers and DeRoyal's part number on all shipping labels.
4.5 Subject to Section 5.1, Vendor shall not require minimum order amounts from DeRoyal of either quantity or dollar volume.
4.6 DeRoyal agrees to provide Vendor with the Quality Assurance Methodology to be used by DeRoyal for determining acceptance or rejection of product received from Vendor as set forth in the attached Exhibit B. This methodology shall be in accordance with customary inspection and acceptance methods generally used in the medical device industry.
Appears in 1 contract
Samples: Vendor Supply Agreement (Surgical Safety Products Inc)
Delivery of Product. 11.1 Subject to Clause 25 (Capacity Constraints), GSK (or the Nominated Supplier) shall Deliver the Products on the date specified in the relevant Firm Order, provided that:
(A) Time is the quantity essence in Supplier’s performance of Product Delivered by GSK its obligations under this Purchase Order. Failure on the part of the SUPPLIER to deliver the product in time may vary by [***] lead to the cancellation of this order without any liability on the part of the BUYER. The BUYER shall have the option of buying the material from any other source at the quantity specified in sole risk and liability of the relevant Firm Order; andSUPPLIER who failed to supply on time as per the schedule agreed. The SUPPLIER shall pay/compensate the Buyer the difference amount which the BUYER has incurred on account of the Supplier’s failure. .
(B) the date of Delivery may vary by [***] from the date specified in the relevant Firm Order, and such variance shall not constitute a breach of this Agreement by GSK or entitle the Purchaser to reject such Delivery. Delivery of Commercial API and Commercial Products shall take place following release by GSK of such Products in accordance with (and the extent required by) the Quality Agreement, provided that, for clarity, the Purchaser shall only be required to pay for the quantity of Product that is actually Delivered.
11.2 In respect of Commercial API, the Parties may agree that some or all of the quantities of such Commercial API Delivered pursuant to Clause 11.1 shall remain in the possession of GSK or its Affiliate on [***]. The Purchaser shall pay GSK a storage fee to cover any GSK costs and expenses incurred in connection with holding and storing such [***] stock (“Storage Fee”). The Storage Fee is set forth in Schedule 4 (Fees). For the avoidance of doubt, no Storage Fee is payable in respect of quantities of Commercial API required for the Manufacture of the Commercial Product shown in the Firm Zone and that are held by GSK at designated Manufacturing Site in respect of Commercial Product for the purposes of such Manufacture. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED.
11.3 Subject to paragraph 2 of Schedule 3 (Toll Manufacturing Provisions), the risk in and title to the Commercial Products shall remain with GSK (or its Affiliate) until Delivered, at which point it shall pass to the Purchaser. Title to Commercial API shall pass to the Purchaser when such Commercial API is purchased by Purchaser, but risk in such Commercial API shall remain with GSK in accordance with Clause 8.5 for so long as such Commercial API is in GSK’s possession as Purchaser Materials.
11.4 Other than in respect of Commercial API that the Parties agree shall be retained by GSK on Consignment, the Purchaser shall collect the Products Delivered from the Manufacturing Site on the date of Delivery, or such date as GSK, the Nominated Supplier or the Nominated Manufacturer may notify to the Purchaser (provided that, and if the Delivery date notified to the Purchaser is earlier or later than the Delivery window contemplated by Clause 11.1, the Delivery date must be agreed with the Purchaser). Notwithstanding the foregoing, and without limiting Clause 20.2, Purchaser may, [***], elect to obtain Delivery at any point within [***] of the notified date of Delivery by providing notice to GSK of such revised Delivery date.
11.5 Commercial API that the Parties agree shall be retained by GSK [***] at the Manufacturing Site in respect of Commercial API shall be collected by the Purchaser from such Manufacturing Site on such date as may be agreed between the Parties.
11.6 For the avoidance of doubt, irrespective of whether or not any quantity of Commercial API is retained by GSK [***] for a period of time after Delivery, the Purchaser SUPPLIER shall be responsible for delivery on schedule CIF terms (according to the latest INCOTERMS), and shall be responsible for any related damages and delays upto CIF point. SUPPLIER shall be accountable for any costs of non-delivery, delay, cover, damage, shortage, and coverage or line interruption. All products shall be delivered in the quantities specified, at the location(s) decided and on the date(s) scheduled as communicated by the Buyer to the Supplier.. Products received in advance may be held or returned at SUPPLIER’s risk and expense. If the Product is held, BUYER’s obligations shall run from schedule delivery dates. SUPPLIER shall immediately notify the BUYER of any anticipated failure or delay in timely delivery of Toll Materials Products and BUYER may cancel or reschedule such order(s).
(C) Delivery of the product to the designated Manufacturing Site BUYER shall always be deemed as subject to approval by the BUYER.
(D) If the Product delivered is in excess of the quantities ordered and rescheduled by the BUYER, all charges in respect of Commercial Productthe same will be at the risk and responsibility of the SUPPLIER.
Appears in 1 contract
Samples: Purchase Order
Delivery of Product. 11.1 Subject Seller shall provide Buyer with the Designated RA Capacity of Product for each day during the Delivery Period consistent with the following: Seller shall, on a timely basis with respect to Clause 25 (each applicable Showing Month, submit, or cause the Unit’s Scheduling Coordinator to submit, Supply Plans in accordance with the Tariff to identify and confirm the Designated RA Capacity Constraints)to be provided to Buyer for each day of such Showing Month that is included in the Delivery Period so that the total amount of Product identified and confirmed for each such day of such Showing Month equals the Designated RA Capacity for such day of such Showing Month. Seller will be deemed to have delivered the Product on each day to the extent that Buyer receives credit from CAISO for such day for Product identified and confirmed in the Supply Plan submitted for the Unit. Hold-Back Capacity, GSK (if any, is deemed Designated RA Capacity delivered, unless utilized under Article 7 as Substitute Capacity, then Designated RA Capacity is delivered according to the timeline requirements therein. In accordance with Sections 2.1 and subject to Article 7, Seller shall, to the extent required by CAISO or the Nominated Supplier) CPUC rules, cause the information listed in Appendix B to be included in all applicable Supply Plans and shall Deliver cause all Supply Plans to be filed in conformance with the Products on requirements of the date specified CPUC Filing Guide and the Tariff. In addition, if, during the Delivery Period, there are changes to the information included in Appendix B, the relevant Firm Order, provided that:
(A) Parties agree to communicate such changes to each other promptly. Damages for Failure to Provide Designated RA Capacity If Seller fails to deliver to Buyer the quantity Designated RA Capacity of Product Delivered by GSK may vary by [***] from for any day during the quantity specified in the relevant Firm Order; and
(B) the date of Delivery may vary by [***] from the date specified in the relevant Firm OrderPeriod with respect to each Showing Month, and such variance shall failure is not constitute excused under the terms of the Agreement, then Seller is liable for damages pursuant to Section 4.1 of the Master Agreement. Indemnities for Failure to Deliver Designated RA Capacity Xxxxxx agrees to indemnify, defend and hold harmless Buyer from any penalties, fines or costs assessed against Buyer by the CPUC or CAISO resulting from any of the following: Seller’s failure to deliver any portion of the Designated RA Capacity of Product for any portion of the Delivery Period due to a breach Non-Excusable Event and such failure results in the imposition of this Agreement by GSK penalties, fines or entitle the Purchaser costs assessed against Buyer; or A Unit’s Scheduling Coordinator’s failure to reject such Delivery. Delivery of Commercial API and Commercial Products shall take place following release by GSK of such Products timely or accurately submit Supply Plans in accordance with (and the extent required by) applicable Tariff that identify Xxxxx’s right to the Quality Agreement, provided that, Designated RA Capacity purchased hereunder for clarityeach day of the Delivery Period. With respect to the foregoing, the Purchaser Parties shall only use commercially reasonable efforts to minimize such penalties, fines and costs; provided, that in no event shall Buyer be required to pay for the quantity use or change its utilization of Product that is actually Delivered.
11.2 In respect of Commercial APIits owned or controlled assets or market positions to minimize these penalties, the Parties may agree that some or all of the quantities of such Commercial API Delivered pursuant to Clause 11.1 shall remain in the possession of GSK or its Affiliate on [***]. The Purchaser shall pay GSK a storage fee to cover any GSK costs and expenses incurred in connection with holding and storing such [***] stock (“Storage Fee”). The Storage Fee is set forth in Schedule 4 (Fees). For the avoidance of doubt, no Storage Fee is payable in respect of quantities of Commercial API required for the Manufacture of the Commercial Product shown in the Firm Zone and that are held by GSK at designated Manufacturing Site in respect of Commercial Product for the purposes of such Manufacture. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED.
11.3 Subject to paragraph 2 of Schedule 3 (Toll Manufacturing Provisions), the risk in and title to the Commercial Products shall remain with GSK (or its Affiliate) until Delivered, at which point it shall pass to the Purchaser. Title to Commercial API shall pass to the Purchaser when such Commercial API is purchased by Purchaser, but risk in such Commercial API shall remain with GSK in accordance with Clause 8.5 for so long as such Commercial API is in GSK’s possession as Purchaser Materials.
11.4 Other than in respect of Commercial API that the Parties agree shall be retained by GSK on Consignment, the Purchaser shall collect the Products Delivered from the Manufacturing Site on the date of Delivery, or such date as GSK, the Nominated Supplier or the Nominated Manufacturer may notify to the Purchaser (provided thatfines, and if the Delivery date notified to the Purchaser is earlier or later than the Delivery window contemplated by Clause 11.1, the Delivery date must be agreed with the Purchaser)costs. Notwithstanding the foregoing, and without limiting Clause 20.2, Purchaser may, [***], elect to obtain Delivery at any point within [***] Buyer’s Re-Sale of the notified date of Delivery by providing notice to GSK of such revised Delivery date.
11.5 Commercial API that the Parties agree shall be retained by GSK [***] at the Manufacturing Site in respect of Commercial API shall be collected by the Purchaser from such Manufacturing Site on such date as may be agreed between the Parties.
11.6 For the avoidance of doubt, irrespective of whether or not any quantity of Commercial API is retained by GSK [***] for a period of time after Delivery, the Purchaser shall be responsible for the delivery of Toll Materials to the designated Manufacturing Site in respect of Commercial Product.
Appears in 1 contract
Delivery of Product. 11.1 10.1 Subject to Clause 25 24 (Capacity Constraints), GSK (or the Nominated Supplier) shall Deliver the Products on the date specified in the relevant Firm Order, provided that:
(A) the quantity of Product Delivered by GSK may vary by [***] from the quantity specified in the relevant Firm Order; and
(B) the date of Delivery may vary by [***] from the date specified in the relevant Firm Order, and such variance shall not constitute a breach of this Agreement by GSK or entitle the Purchaser to reject such Delivery. Delivery of Commercial API New Clinical API, New Clinical Products and Commercial Products New Clinical Placebo shall take place following release by GSK of such Products in accordance with (and the extent required by) the Quality Agreement, provided that, for clarity, the Purchaser shall only be required to pay for the quantity of Product that is actually Delivered.
11.2 10.2 In respect of Commercial Existing Clinical API and (if applicable) New Clinical API, the Parties may agree that some or all of the quantities of such Commercial Existing Clinical API or New Clinical API Delivered pursuant to Clause 11.1 10.1 shall remain in the possession of GSK or its Affiliate on [***]. The Purchaser shall pay GSK a storage fee to cover any GSK costs and expenses incurred in connection with holding and storing such [***] stock (“Storage Fee”). The Storage Fee is set forth in Schedule 4 (Fees). For the avoidance of doubt, no Storage Fee is payable in respect of quantities of Commercial API required for the Manufacture of the Commercial Product shown in the Firm Zone and that are held by GSK at designated Manufacturing Site in respect of Commercial Product for the purposes of such Manufacture. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSEDconsignment.
11.3 10.3 Subject to paragraph 2 of Schedule 3 (Toll Manufacturing Provisions), the risk in and title to the Commercial Existing Clinical Products, Existing Clinical Placebo, New Clinical Products and New Clinical Placebo shall remain with GSK (or its Affiliate) until Delivered, at which point it shall pass to the Purchaser. Title to Commercial Existing Clinical API and New Clinical API (if applicable) shall pass to the Purchaser when such Commercial Existing Clinical API or New Clinical API is purchased by Purchaser, but risk in such Commercial Existing Clinical API and New Clinical API shall remain with GSK in accordance with Clause 8.5 7.5 for so long as such Commercial Existing Clinical API or New Clinical API is in GSK’s possession as Purchaser Materials. [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.
11.4 10.4 Other than in respect of Commercial Existing Clinical API or New Clinical API that the Parties agree shall be retained by GSK on Consignmentconsignment, the Purchaser shall collect the Products Delivered from the Manufacturing Site on the date of Delivery, or such date as GSK, the Nominated Supplier or the Nominated Manufacturer may notify to the Purchaser (provided that, and if the Delivery date notified from time to the Purchaser is earlier or later than the Delivery window contemplated by Clause 11.1, the Delivery date must be agreed with the Purchaser). Notwithstanding the foregoing, and without limiting Clause 20.2, Purchaser may, [***], elect to obtain Delivery at any point within [***] of the notified date of Delivery by providing notice to GSK of such revised Delivery datetime.
11.5 Commercial API that the Parties agree shall be retained by GSK [***] at the Manufacturing Site in respect of Commercial API shall be collected by the Purchaser from such Manufacturing Site on such date as may be agreed between the Parties.
11.6 For the avoidance of doubt, irrespective of whether or not any quantity of Commercial API is retained by GSK [***] for a period of time after Delivery, the Purchaser shall be responsible for the delivery of Toll Materials to the designated Manufacturing Site in respect of Commercial Product.
Appears in 1 contract
Samples: Clinical Manufacturing and Supply Agreement (Dermavant Sciences LTD)