Common use of Late Deliveries Clause in Contracts

Late Deliveries. (a) In the event that the Supplier becomes aware that it does not expect to meet the delivery schedule in the Binding Forecast, the Supplier shall promptly (but not later than [***] after Supplier becomes aware of the delay) advise CBS of the reasons therefore, and of the date by which the Supplier will be able to confirm whether it will be able to meet the delivery schedule. As soon as the Supplier is able to advise whether it can meet the delivery schedule, the Supplier shall notify CBS in writing, which notice shall indicate the Supplier’s next anticipated delivery date and delivery quantity. In the event that the Supplier’s inability to meet one or more deliveries results in CBS having an inventory Shortage or CBS is expected to have such result prior to the Supplier’s next anticipated shipment date, CBS shall notify the Supplier in writing and the Supplier shall have five (5) Business Days from receipt of such notice to make arrangements reasonably satisfactory to CBS to ensure delivery of sufficient quantities of such Product, or of a substitute therapeutic for such Product acceptable to CBS (“Replacement Product”), are delivered to CBS to increase its inventory of such Product or of a substitute therapeutic to the Target Level. If Supplier has not made such satisfactory arrangements within the five (5) Business Days, CBS may purchase the above mentioned Replacement Product from an alternate source(s) to replace that Product which the Supplier has indicated that it is unable to supply and the remedies in Section 3.9 shall apply. The Supplier will make all reasonable efforts to assist CBS in identifying an alternate source from which CBS can obtain Replacement Products. (b) Supplier shall use its reasonable best efforts to locate Commercial Product to minimize any delay and to ensure that such Commercial Product is delivered to CBS at no additional cost to CBS. If the delay in delivery will result in, or is likely to result in, a Shortage of any Commercial Product, the procedure set out in Section 3.9 will apply. (c) In the event a delivery is [***] late (excluding delays caused by severe weather or acts of God), Supplier shall pay to CBS a late delivery fee of [***] of the price of the quantity of Commercial Product that is late. (d) The late delivery fee is payable only when there is no cost differential for Replacement Product being paid on the late delivery. In the event that a late delivery fee is paid by Supplier, and the late delivery subsequently becomes the subject of a cost differential payment as described in Subsection 3.9(c), the amount of the cost differential payment will be reduced by the amount of any late delivery fee paid. This amount shall be credited against invoices or paid to CBS in cash, if there is insufficient Product remaining to be delivered to CBS pursuant to this Agreement.

Late Deliveries. (a) In the event that the Supplier becomes aware that it does not expect to meet the delivery schedule in the Binding Forecast, the Supplier shall promptly (but not later than [***] after Supplier becomes aware of the delay) advise CBS HQ of the reasons therefore, and of the date by which the Supplier will be able to confirm whether it will be able to meet the delivery schedule. As soon as the Supplier is able to advise whether it can meet the delivery schedule, the Supplier shall notify CBS HQ in writing, which notice shall indicate the Supplier’s next anticipated delivery date and delivery quantity. In the event that the Supplier’s inability to meet one or more deliveries results in CBS HQ inventory having an inventory Shortage less than [***] weeks supply of a Product or CBS HQ is expected to have such result prior to less than [***] weeks supply of a Product in HQ inventory at the time of Supplier’s next anticipated shipment dateshipment, CBS HQ shall notify the Supplier in writing and the Supplier shall have five (5) Business Days from receipt of such notice to make arrangements reasonably satisfactory to CBS HQ to ensure delivery of sufficient quantities of such Product, or of a substitute therapeutic for such Product acceptable to CBS HQ (“Replacement Product”), are delivered to CBS HQ to increase its inventory of such Product or of a substitute therapeutic to the Target Level. If Supplier has not made such satisfactory arrangements within the five (5) Business Days, CBS HQ may purchase the above mentioned Replacement Product from an alternate source(s) to replace that Product which the Supplier has indicated that it is unable to supply and the remedies in Section 3.9 shall apply. The Supplier will make all reasonable efforts to assist CBS HQ in identifying an alternate source from which CBS HQ can obtain Replacement Products. (b) Supplier shall use its reasonable best efforts to locate Commercial Product to minimize any delay To the extent that the late delivery is the result of HQ requiring Products over and to ensure that such Commercial Product is delivered to CBS at no additional cost to CBS. If above the delay in delivery will result inBinding Forecast, or is likely to result in, a Shortage of any Commercial Product, then the procedure provisions set out in Section 3.9 will shall not apply. (c) In the event a delivery is [***] late (excluding delays caused by severe weather or acts of God), Supplier shall pay to CBS a late delivery fee of [***] of the price of the quantity of Commercial Product that is late. (d) The late delivery fee is payable only when there is no cost differential for Replacement Product being paid on the late delivery. In the event that a late delivery fee is paid by Supplier, and the late delivery subsequently becomes the subject of a cost differential payment as described in Subsection 3.9(c), the amount of the cost differential payment will be reduced by the amount of any late delivery fee paid. This amount shall be credited against invoices or paid to CBS in cash, if there is insufficient Product remaining to be delivered to CBS pursuant to this Agreement.