MANUFACTURE AND DELIVERY OF THE PRODUCTS Sample Clauses

MANUFACTURE AND DELIVERY OF THE PRODUCTS. 5.1 The Company shall use all reasonable endeavours to manufacture and maintain sufficient stocks of the Products to fulfil its obligations under this agreement. No accepted order for Product or Products may be modified or cancelled except in writing and as agreed by the Company and any terms or conditions of purchase, order or change order which add to, modify or conflict with the terms or conditions of this agreement shall be deemed excluded and of no legal effect as between the parties. 5.2 Delivery of the Products shall take place FOB Port. 5.3 The Distributor shall, within 30 days of the arrival of each delivery of the Products at the Distributor's premises, give notice to the Company of any defect by reason of which the Distributor alleges that the Products delivered are not in accordance with the Specification and which should be apparent on reasonable inspection. All claims must be in writing, must recite the nature and details of the claim, the date the cause of the claim was first observed and the serial number of the Product concerned. 5.4 If the Distributor rejects any delivery of the Products which are not in accordance with the Specification, the Company shall, within 30 days of being requested to do so by the Distributor, repair the relevant Products or supply replacement Products which are in accordance with the Specification (in which event the Company shall not be deemed to be in breach of this agreement or have any liabilities to the Distributor) or shall notify the Distributor that it is unable to do so. For the avoidance of doubt, the Distributor's sole remedy against the Company with respect to Products considered to be defective or faulty shall be to require, at the sole discretion of the Company, (i) the repair of such Products; (ii) the replacement of such Products with Products which conform to the requirements set out in this agreement; or (iii) the refund of the purchase price of such Products paid by the Distributor to the Company excluding any freight, taxes or other charges. 5.5 If the Company is unable to meet the requirements of any order placed on it by the Distributor in terms of either numbers of Products or delivery times, or if the Company is unable to repair the Products or supply replacement Products in accordance with clause 5.4 within six months of a request from the Distributor then the Distributor shall, subject to payment of a royalty of 5% of the Net Selling Price of the Products, be entitled to manufacture its...
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MANUFACTURE AND DELIVERY OF THE PRODUCTS. 4.1 Delivery of the Products shall be at terms FOB port of choice of the Customer, California, USA until such time as Customer shall construct extraction facilities in the Americas. The Customer shall, at their expense, import, clear and provide all activities to nationalize the product into China. The Supplier shall provide all necessary documents required for Customer to export, to facilitate the timely clearing of the product. Supplier is to provide, using an agreed upon sampling procedure, a representative sample of the export load via courier service for HPLC analysis to Customer prior to delivery of product to port for approval by the Customer. 4.2 If for operational reasons the Customer requires the delivery of the Product to an alternative port than the one selected by Supplier, then the Customer shall give the Supplier one (1) month’s notice in writing and the Customer is responsible for any additional shipping costs above. Subject to the provisions herein, the Customer may, at any time, change the delivery location, at its discretion. 4.3 The Supplier shall ensure that the Products are thoroughly inspected and meet the Specifications prior to the delivery of the Products as described in clause 4.1. Anytime prior to shipping of the Products, the Customer shall extract samples of the Product at the Supplier’s warehouse and/or farms or any other warehouses and/or farms to be confirmed by the Supplier to determine the quality of the Products. The Customer shall confirm the quality of the Products in writing to enable the Supplier to issue the invoices for the Customer’s payment and import and export of the Product accordingly. If the Supplier is not satisfied with the test result provided by the Customer, the Supplier reserves the right to obtain an independent test and shall be liable for all such additional costs. In the event of inconsistencies between the Customer’s test result and the independent test result, then the results from a mutually agreed upon independent lab shall prevail. Such confirmation of quality by the Customer and/or the independent test report shall be final and neither the supplier nor the Customer is entitled to further dispute the quality of the Products and/or to challenge the invoice amount. 4.4 Risk in, responsibility, property and title to the Products shall pass to the Customer once the Products crosses the rail at the Port of choice in California, USA (or other acceptable port). Upon release of the Xxxx of Lading, 50%...
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MANUFACTURE AND DELIVERY OF THE PRODUCTS. 7.1 Aesica shall use all reasonable endeavours to Manufacture and maintain sufficient stocks of the Drag Substance, and applicable raw materials and intermediates as necessary, to fulfil its obligations under this Agreement. 7.2 Aesica will use reasonable endeavours to deliver each of Myriad’s orders for the Drug Substance within the time agreed when Myriad places an order and, if no time is agreed, then within a reasonable time. If, despite those endeavours, Aesica is unable for any reason to fulfil any delivery of the Drug Substance on the Specified date, Aesica will be deemed not to be in breach of this Agreement, nor (for the avoidance of doubt) will Aesica have any liability to Myriad for direct, indirect or consequential loss (all three of which terms includes, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and like loss) howsoever caused (including as a result of negligence) by any delay or failure in delivery except as otherwise provided for in this Agreement. Any delay in delivery will not entitle Myriad to cancel the order unless and until Myriad has given 7 days’ written notice to Aesica requiring the delivery to be made and Aesica has not fulfilled the delivery within that period. If Myriad cancels the order in accordance with this Clause 7.2 then: 7.2.1 Aesica will refund to Myriad any sums which Myriad has paid to Aesica in respect of that order or part of the order which has been cancelled; and 7.2.2 Myriad will be under no liability to make any further payments in respect of that order or part of the order which has been cancelled. 7.3 With Myriad’s prior approval, Aesica shall arrange for suitable transport of the Drug Substance to Myriad’s designee’s premises at the following address (or such other European premises as Myriad may notify to Aesica from time to time) and arrange insurance therefor.
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MANUFACTURE AND DELIVERY OF THE PRODUCTS. 4.1 Delivery of the Products shall be at terms FOB Hai xxxxx port in Vietnam. GS Vietnam shall deliver, at their costs, to the port out of Vietnam. GS Vietnam shall provide all necessary export documents, in advance, to facilitate the timely shipping of the product. 4.2 GS Vietnam shall ensure that the Products are thoroughly inspected and meet the Specifications prior to the delivery of the Products as described in clause 4.1. 4.3 GS Vietnam shall take all reasonable steps including but not limited to propagation activities to continue to improve the quality of the Products. 4.4 Upon receiving Products GS Nevada shall inspect the Products within fourteen (14) Business Days of such delivery and notify GS Vietnam upon inspection of any defect by reason of which GS Nevada alleges that the Products delivered are not in accordance with the Specification and which should be apparent on reasonable inspection. 4.5 If GS Nevada fails to give any notice as described in clause 4.4 then, except in respect of any defect which is not one which should be apparent on reasonable inspection, the Products shall be conclusively presumed to be in all respects in accordance with the Specification, and accordingly GS Nevada shall be deemed to have accepted the delivery of the Products in question and GS Vietnam shall have no liability to GS Nevada with respect to that delivery. 4.6 If GS Nevada rejects any delivery of the Products which are not in conformity with the Specification ("Defective Products"), GS Nevada may still proceed to buy the Defective Products from GS Vietnam at such price to be mutually agreed between GS Nevada and GS Vietnam. In the event GS Nevada does not purchase the Defective Products because their quality is below acceptable standards or because the Parties cannot mutually agree on a price, then the following shall occur: a) GS Vietnam shall pay GS Nevada all the monies paid by GS Nevada for the respective Products supplied by GS Nevada to GS Vietnam, and b) GS Vietnam may sell the same to third parties and shall then utilize the proceeds of such sale to first pay GS Nevada all the monies paid by GS Nevada for the respective products and then all remaining proceeds, if any, will be paid to GS Vietnam. 4.7 Subject to Clause 4.4 and 4.6, all other risk in and responsibility for the Products shall pass to GS Nevada once the Products are received at the Port of Hai Xxxxx (or other acceptable port as mutually agreed in writing). Property and title in the Pro...
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MANUFACTURE AND DELIVERY OF THE PRODUCTS. 4.1 Delivery of the Products shall be at terms Ex-Factory/Warehouse as specified by Formulator in writing. When requested by Buyer, the Formulator shall provide all necessary export documents, in advance, to facilitate the timely clearing of the product. 4.2 The Formulator shall ensure that the Products are thoroughly inspected and meet the Specifications prior to the delivery of the Products as described in clause 4. 1. The Formulator shall provide to Buyer copies of all inspection analysis conducted and their results. Anytime prior to shipping of the Products, the Buyer may extract samples of the Product for testing from the Formulator's warehouse and/or production facility or any other warehouses and/or production facilities to be confirmed by the Formulator. If the Formulator is not satisfied with the test result provided by the Buyer, the Formulator reserves the right to obtain an independent test and shall be liable for all such additional costs. In the event of inconsistencies between the Buyer's test result and the independent test result, then the results from a mutually agreed upon independent laboratary shall prevail. Such confirmation of quality by the Buyer and/or the independent test report of the mutually agreed upon independent laboratory shall be final and the Buyer is not entitled to further dispute the quality of the Products and/or to challenge the invoice amount. 4.3 The Formulator shall take all reasonable steps to continue to improve the quality of the Products. 4.4 The delivery of the Products by the Formulator to the Buyer shall be in packing sizes and material agreed to by both parties in writing. The Buyer shall provide the packaging design and label design at its cost. The cost for the packaging shall be paid by the Formulator. 4.5 If the Buyer rejects any delivery of the Products which is not in conformity with the Specification ("Defective Products"), (without prejudice to clause 8.2 or 8.
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MANUFACTURE AND DELIVERY OF THE PRODUCTS 
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Related to MANUFACTURE AND DELIVERY OF THE PRODUCTS

  • Delivery of Products 4.1 The Supplier shall ensure that:‌ (a) Products are properly packed and secured in such manner as to enable them to reach their destination in good condition; (b) each delivery of Products is accompanied by a delivery note which shows the date of the Order, the Order number (if any), the type and quantity of Products (including the code number of the Products, where applicable), special storage instructions (if any) and, if the Products are being delivered in instalments, the outstanding balance of Products remaining to be delivered; and‌ (c) it states clearly on the delivery note any requirement for Ornua to return any packaging material for the Products to the Supplier. Any such packaging material shall only be returned to the Supplier at the cost of the Supplier. 4.2 The Supplier shall deliver the Products:‌ (a) to the location set out in the Order or such other location as the parties may agree which may include delivery to a carrier (Delivery Location); and (b) on the date specified in the Order or, if no such date is specified, on a date agreed with Ornua in advance (Delivery Date). Delivery shall be on a Business Day during normal business hours, unless agreed otherwise with Ornua or otherwise instructed by Ornua.‌ 4.3 Delivery of Products shall be completed when the Supplier unloads and stacks the Products at the Delivery Location, unless different delivery terms (or Incoterms®) are specified in the Order. 4.4 Ornua operates a “Just-in-Time” delivery system. Time shall be of the essence in relation to the Delivery Date and any agreed delivery time. If the Products are not delivered on time by the Supplier, clause 6.1 shall apply.‌ 4.5 If the Supplier delivers more that the quantity of Products ordered, Ornua shall not be bound to pay for the excess and any excess shall be and shall remain at the Supplier’s risk and shall be returnable at the Supplier’s expense. 4.6 The Supplier shall not deliver Products in instalments without Ornua's prior written consent. Where it is agreed that Products are to be delivered in instalments, they may be invoiced and paid for separately. Failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle Ornua to the remedies set out in clause 6.1. 4.7 Title and risk in the Products shall pass to Ornua on completion of delivery.

  • Manufacture and Supply As between the Parties, Otsuka shall be responsible for, shall bear all costs associated with, and shall have all decision-making authority over, all Manufacturing Activities (subject to discussion of CMC matters with Acucela through the JDC or applicable Operating Team as discussed below); provided, that Otsuka shall supply Licensed Product to Acucela or its permitted subcontractors for use in clinical trials conducted in accordance with each Development Plan and, if applicable, Commercialization Plan (i.e., Phase 3b Clinical Trials or Post-Approval Studies, if any), free of charge and in such quantities as are agreed by the JDC or the JCC (as applicable) or are otherwise required to seek or obtain Regulatory Approval. In addition, if and after Acucela exercises an Opt-In Right under Section 3.1, Otsuka shall supply promotional samples of Licensed Product to Acucela for use in its performance of Co-Promotion, in such quantities and on such terms as are determined by the JCC. The cost of promotional samples of Licensed Product, which shall be included in Commercialization Costs, shall be established by the JCC based on Otsuka’s per-unit cost to manufacture such promotional samples (but, for the avoidance of doubt, Otsuka shall have no obligation to disclose any information relating to its manufacturing costs), but in no event shall such promotional sample cost exceed * per promotional sample unless mutually agreed otherwise by the Parties. Acucela’s and its permitted subcontractors’ obligations to conduct Development activities, and upon Acucela’s exercise of its Opt-in Right pursuant to Section 3.1, to conduct Development and Commercialization activities, shall be expressly conditioned upon Otsuka fulfilling its Licensed Product supply obligations as set forth in the Development Plan or the Commercialization Plan, as applicable. To the extent that Otsuka reasonably believes is necessary for performance of Development or Commercialization, Otsuka agrees to keep Acucela reasonably informed from time to time, through the JDC, JCC or applicable Operating Team, regarding the general status of Manufacturing Activities related to the Licensed Product (including Other Indication Product(s), as applicable) and from time to time shall update Acucela on any foreseeable delays and/or other material issues relating to Manufacturing the Licensed Product (including Other Indication Product(s), as applicable). Through the JDC or applicable Operating Team, Otsuka and Acucela shall confer and discuss CMC matters, and Otsuka agrees to consider suggestions of Acucela regarding CMC matters.

  • 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.

  • Services and Deliverables The Services and the required Deliverables for the Services are specified below. Service Type Output Measure Quantity per annum Number of Service Users Funding amount per annum (excl. GST) $ $ $ Description of Services Funding amount one-off (excl. GST) $ Service Type Output Measure Quantity per annum Number of Service Users Funding amount (excl. GST) $ $ $ Description of Services Funding amount one-off (excl. GST) $ *Note: Refer to clause 4.8 in the Funding and Service Details about permitted variations in output quantities.

  • Manufacture of Products All Products marketed through Grantor's Web ------------------------- Site shall be manufactured, packaged, prepared, and shipped in accordance with the specifications and requirements described on Exhibit A hereto as it may be modified from time to time. Quality control standards relating to the Product's weight, color, consistency, micro-biological content, labeling and packaging are also set forth on Exhibit A. In the event that Exhibit A is incomplete, Products shall be manufactured and shipped in accordance with industry standards.

  • Delivery of Materials In the event of any expiration or termination of this Agreement, Contractor shall promptly provide the JBE with all originals and copies of the Deliverables, including any partially-completed Deliverables-related work product or materials, and any JBE-provided materials in its possession, custody, or control. In the event of any termination of this Agreement, the JBE shall not be liable to Contractor for compensation or damages incurred as a result of such termination; provided that if the JBE’s termination is not for cause, the JBE shall pay any fees due under this Agreement for Services performed or Deliverables completed and accepted as of the date of the JBE’s termination Notice.

  • Tasks and Deliverables A description of and the schedule for each task and deliverable, illustrated by a Xxxxx chart. Start and completion dates for each task, milestone, and deliverable shall be indicated. Must include deliverables specified in SOW-RFP as well as other deliverables that may be proposed by Contractor.

  • Supply of Products ‌‌ 3.1 The Supplier warrants that the Products shall: (a) correspond with their description and any applicable Product Specification; (b) conform in all respects with the Order and any relevant sample; (c) be of satisfactory quality and fit for any purpose held out by the Supplier or made known to the Supplier by Ornua, expressly or by implication, and in this respect Ornua relies on the Supplier's skill and judgement; (d) be manufactured by properly trained and qualified personnel using all reasonable skill, care and diligence and in a good and workmanlike manner;‌ (e) where they are manufactured products, be free from defects in design, materials and workmanship and remain so for the period set out in the Product Specification or, if none is specified, for at least 12 months after delivery; (f) comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Products;‌ (g) comply with all relevant standards including any UK Standards, European Standards or International Standards applicable in the UK and the country or State where the Products are to be used; and (h) in the case of Products containing food stuffs, when delivered to Ornua, comply with all applicable food and hygiene legislation and regulations and best industry practice.‌ 3.2 The Supplier shall ensure that at all times it has and maintains all licences, permissions, authorisations, consents and permits needed to carry out its obligations under the Contract in respect of the supply of Products. Breach of this Condition shall be deemed a material breach of the Contract. 3.3 Ornua may inspect and test the Products at any time before delivery. The Supplier shall remain fully responsible for the Products despite any such inspection or testing and any such inspection or testing shall not reduce or otherwise affect the Supplier's obligations under the Contract. 3.4 If following such inspection or testing Ornua considers that the Products do not comply or are unlikely to comply with the Supplier's undertakings at clause 3.1, Ornua shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure compliance.‌ 3.5 Ornua may conduct further inspections and tests after the Supplier has carried out its remedial actions.

  • Purchase of Products You agree to purchase from Us the hardware products, software licenses and services listed on the Order Form, together with all existing accessories, attachments, replacements, and additions (collectively the “Products”) upon the terms stated herein. For the avoidance of doubt, postage meters for use in mailing machines are excluded from the definition of Products. This Purchase Agreement is binding on You as of the date You sign it. This Purchase Agreement is not binding on Us until We sign it or until the Products are shipped, whichever happens first.

  • Shipment and Delivery Seller grants the Company the right at any time to specify the carrier and/or method of transportation to be employed in conveying any part or all of the Goods covered herein. In the event that Seller uses an unauthorized carrier and/or method of transportation, then all shipping expenses shall be assumed by Seller. Unless otherwise stated in the Order, all Goods will be shipped FCA shipment point. FCA shall be interpreted in accordance with the version of Incoterms valid at the time of the Seller’s acceptance of the Order. The Seller shall be responsible for preparing and filing all export documentation for all shipments. The Company shall not be obligated to accept early deliveries, partial deliveries or excess deliveries. If Goods are incorrectly delivered, the Seller shall be responsible for any additional expense incurred in delivering the Goods to the correct destination. The delivery date set forth on the Order is of the essence of the Contract. If the Seller anticipates that it will not be able to deliver the Goods upon the agreed delivery date, then the Seller shall immediately notify the Company thereof in writing; provided, however, that such notice shall not relieve the Seller of its responsibilities and liabilities with respect to on-time delivery hereunder. In such event, the Company may request that the Seller expedite delivery to the maximum extent possible at the Seller’s sole expense. If the Seller does not deliver the Goods by the agreed delivery date, then the Company shall be entitled to liquidated damages as agreed between the parties, up to and including the total Order value. Notwithstanding the foregoing, the Company reserves the right to claim repayment for any and all costs, losses, expenses and damages incurred by the Company that are attributable to the Seller’s delay in delivery. Such liquidated damages shall be paid at the Company’s written demand. Partial deliveries shall not relieve the Seller from liability for any late delivery hereunder. If the Seller discovers that it has shipped any non-conforming Goods to the Company, it shall immediately (and not more than 24 hours after such discovery) notify the Company thereof in writing; provided, however, that such notice shall not relieve the Seller of its responsibilities and liabilities with respect to defective goods hereunder.

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