Common use of Delivery of Products Clause in Contracts

Delivery of Products. (a) Supplier will provide to HQ documentation satisfactory to HQ to establish that the Products received by HQ were transported under conditions where their quality and safety were not compromised. (b) Supplier agrees to transport all Products using a carrier selected by Supplier, which shall be required to operate in compliance with Supplier’s established standard operating procedures. (c) When Products are available for shipment to HQ, a shipment notification shall be sent by Supplier, by facsimile or email to HQ at least 24 hours prior to shipment for each lot, outlining the projected delivery date and method, product code, lot number expiry date, quantity, and include a copy of Health Canada’s lot release, and the certificate of analysis which includes the date and place of manufacture of the Product and the quality control test results as well as their acceptable ranges. (d) Supplier agrees to coordinate all importation of the Products into Canada and to be responsible for all costs associated with the delivery of the Products into Canada and to the Warehouse, including transportation, storage, customs, excise, duty and brokerage fees. (e) The Products will be delivered by Supplier to the Warehouse. In the event that HQ changes the location of its Warehouse during the Term: (i) where there are additional costs associated with the change of location, HQ shall be responsible for such additional costs associated with the delivery of the Products to the new location; or (ii) where there is a decrease in cost associated with the change of location, HQ shall be entitled to a price reduction for such decrease in costs associated with the delivery of the Products to the new location. Such costs shall include transportation, storage, customs, excise, duty and brokerage fees incurred by reason of such change of location. In emergencies or other extenuating circumstances Supplier will, at the request of HQ, deliver Products to destinations other than the Warehouse. Any additional costs resulting from such change in delivery shall be the responsibility of HQ; unless said emergency and/or extenuating circumstances arise directly or indirectly from the actions, whether negligent or not, omissions or misconduct of Supplier, Supplier’s carrier or its permitted assigns. In this event, Supplier shall be liable for all such costs.

Delivery of Products. (a) Supplier will provide to HQ CBS documentation satisfactory to HQ CBS to establish that the Products received by HQ CBS were transported under conditions where their quality and safety were not compromised. (b) Supplier agrees to transport all Products using a carrier selected by Supplier, which shall be required to operate in compliance with Supplier’s established standard operating procedures. (c) When Products are available for shipment to HQCBS, a shipment notification shall be sent by Supplier, by facsimile or email to HQ at least 24 hours prior to shipment CBS for each lot, outlining the projected delivery date and method, product code, lot number expiry date, quantity, and include a copy of Health Canada’s lot release, and the certificate of analysis which includes the date and place of manufacture of the Product and the quality control test results as well as their acceptable ranges. (d) Supplier agrees to coordinate co-ordinate all importation of the Products into Canada and to be responsible for all costs associated with the delivery of the Products into Canada and to the Warehouse, including transportation, storage, customs, excise, duty and brokerage fees. (e) The Products will be delivered by Supplier to the Warehouse. In the event that HQ CBS changes the location of its Warehouse during the Term: (i) where there are additional costs associated with the change of location, HQ CBS shall be responsible for such additional costs associated with the delivery of the Products to the new location; or (ii) where there is a decrease in cost associated with the change of location, HQ CBS shall be entitled to a price reduction for such decrease in costs associated with the delivery of the Products to the new location. Such costs shall include transportation, storage, customs, excise, duty and brokerage fees incurred by reason of such change of location. In emergencies or other extenuating circumstances Supplier will, at the request of HQCBS, deliver Products to destinations other than the Warehouse. Any additional costs resulting from such change in delivery shall be the responsibility of HQCBS; unless said emergency and/or extenuating circumstances arise directly or indirectly from the actions, whether negligent or not, omissions or misconduct of Supplier, Supplier’s carrier or its permitted assigns. In this event, Supplier shall be liable for all such costs.

Delivery of Products. 8.1 Product Shelf Life Bayer Canada shall ensure that all Products shipped to CBS pursuant to this Agreement shall have a remaining minimum shelf life of twelve (12) months. Where a Product or vial size is in short supply, and the available Product has less than the minimum remaining shelf life but no less than six (6) months remaining shelf life, Bayer Canada shall be entitled to deliver to CBS the Product with Bayer Canada’s agreement to take back any unused Product remaining in CBS’ inventory at the time of outdating. Where the only Product available has less than six (6) months remaining shelf life, Bayer Canada and CBS must agree to the shortened shelf life in writing and Bayer Canada agrees to take back any unused Product remaining in CBS’ inventory at the time of outdating, all at Bayer Canada’s cost. 8.2 Delivery of Products (a) Supplier Bayer Canada will provide to HQ CBS documentation satisfactory to HQ CBS to establish that the Products received by HQ CBS were transported under conditions where their quality and safety were not compromised. (b) Supplier Bayer Canada agrees to transport all Products using a carrier selected by SupplierBayer Canada, which shall be required to operate in compliance with SupplierBayer Canada’s established standard operating procedures. (c) When Products are available for shipment to HQCBS, a shipment notification shall be sent by SupplierBayer Canada, by facsimile or email to HQ at least 24 hours prior to shipment CBS for each lot, outlining the projected delivery date and method, product code, lot number expiry date, quantity, and include a copy of Health Canada’s lot release, and the certificate of analysis which includes the date and place of manufacture of the Product and the quality control test results as well as their acceptable ranges. (d) Supplier Bayer Canada agrees to coordinate all importation of the Products into Canada and to be responsible for all costs associated with the delivery of the Products into Canada and to the Warehouse, including transportation, storage, customs, excise, duty and brokerage fees. (e) The Products will be delivered by Supplier Bayer Canada to the Warehouse. In the event that HQ CBS changes the location of its Warehouse during the Term: (i) where there are additional costs associated with the change of location, HQ CBS shall be responsible for such additional costs and liabilities associated with the delivery of the Products to the new location; or (ii) where there is a decrease in cost associated with the change of location, HQ CBS shall be entitled to a price reduction for such decrease in costs and liabilities associated with the delivery of the Products to the new location. Such costs shall include transportation, storage, customs, excise, duty and brokerage fees incurred by reason of such change of location. In emergencies or other extenuating circumstances Supplier Bayer Canada will, at the request of HQCBS, deliver Products to destinations other than the Warehouse. Any additional costs and liabilities resulting from such change in delivery shall be the responsibility of HQCBS; unless said emergency and/or extenuating circumstances arise directly or indirectly from the actions, whether negligent or not, omissions or misconduct of SupplierTalecris, SupplierBayer Canada, Bayer Canada’s carrier or its permitted assigns. In this event, Supplier Bayer Canada shall be liable for all such costs.

Delivery of Products. 8.1 Product Shelf Life Bayer Canada shall ensure that all Products shipped to HQ pursuant to this Agreement shall have a remaining minimum shelf life of twelve (12) months. Where a Product or vial size is in short supply, and the available Product has less than the minimum remaining shelf life but no less than six (6) months remaining shelf life, Bayer Canada shall be entitled to deliver to HQ the Product with Bayer Canada’s agreement to take back any unused Product remaining in HQ’ inventory at the time of outdating. Where the only Product available has less than six (6) months remaining shelf life, Bayer Canada and HQ must agree to the shortened shelf life in writing and Bayer Canada agrees to take back any unused Product remaining in HQ’ inventory at the time of outdating, all at Bayer Canada’s cost. 8.2 Delivery of Products (a) Supplier Bayer Canada will provide to HQ documentation satisfactory to HQ to establish that the Products received by HQ were transported under conditions where their quality and safety were not compromised. (b) Supplier Bayer Canada agrees to transport all Products using a carrier selected by SupplierBayer Canada, which shall be required to operate in compliance with SupplierBayer Canada’s established standard operating procedures. (c) When Products are available for shipment to HQ, a shipment notification shall be sent by Supplier, Bayer Canada by facsimile or email to HQ at least 24 hours prior to shipment for each lot, outlining the projected delivery date and method, product code, lot number expiry date, quantity, and include a copy of Health Canada’s lot release, and the certificate of analysis which includes the date and place of manufacture of the Product and the quality control test results as well as their acceptable ranges. (d) Supplier Bayer Canada agrees to coordinate all importation of the Products into Canada and to be responsible for all costs associated with the delivery of the Products into Canada and to the Warehouse, including transportation, storage, customs, excise, duty and brokerage fees. (e) The Products will be delivered by Supplier Bayer Canada to the Warehouse. In the event that HQ changes the location of its Warehouse during the Term: (i) where there are additional costs associated with the change of location, HQ shall be responsible for such additional costs and liabilities associated with the delivery of the Products to the new location; or (ii) where there is a decrease in cost associated with the change of location, HQ shall be entitled to a price reduction for such decrease in costs and liabilities associated with the delivery of the Products to the new location. Such costs shall include transportation, storage, customs, excise, duty and brokerage fees incurred by reason of such change of location. In emergencies or other extenuating circumstances Supplier Bayer Canada will, at the request of HQ, deliver Products to destinations other than the Warehouse. Any additional costs and liabilities resulting from such change in delivery shall be the responsibility of HQ; unless said emergency and/or extenuating circumstances arise directly or indirectly from the actions, whether negligent or not, omissions or misconduct of SupplierTalecris, SupplierBayer Canada, Bayer Canada’s carrier or its permitted assigns. In this event, Supplier Bayer Canada shall be liable for all such costs. 8.3 Responsibility for Products Bayer Canada shall be responsible for and bear all risk of loss or damage to the Products to be delivered by Bayer Canada to the Warehouse while the Products are in Talecris’ or Bayer Canada’s care, custody and control. Such responsibility includes, but is not limited to, any loss or damage resulting from the improper storage, handling, packing, crating, loading, blocking and/or transportation of the Products to be delivered by Bayer Canada. For the purpose of this section, the time during which the Products are in transit from Talecris’ facility to the Warehouse, or other reasonable destination designated by HQ, shall be deemed to be a period during which the Products are in the care, custody and control of Bayer Canada. For greater certainty, the Products shall be f.o.b. the Warehouse.