MANUFACTURE, QUALITY AND PACKING. 4.1 The Supplier shall at all times maintain sufficient manufacturing capacity, stocks of raw materials and packaging, and stocks of Products to enable it to meet the Distributor's forecasted requirements to Products as notified to the Supplier in accordance with Clause 3.1. 4.2 The Supplier shall manufacture, pack and supply the Products in accordance with the generally accepted industry standards and practices, and shall conform to such other specifications as may be prescribed by any Governmental Authority and/or the Distributor, for Products to be merchantable in the International Territory. 4.3 The Products supplied to the Distributor by the Supplier under this Agreement shall: 4.3.1 be of merchantable quality (within the meaning of applicable Law including the Sale of Goods Act, 1930, as amended) and fit for any purpose held out by the Supplier or made known to the Supplier by the Distributor; and 4.3.2 comply with all applicable statutory and regulatory requirements under the Law. 4.4 The Supplier shall ensure that the Products are properly packed and secured in such manner as to enable them to reach their destination in good and merchantable condition. 4.5 The Supplier shall obtain and maintain in force for the term, all Approvals needed to manufacture and supply the Products in accordance with the terms of this Agreement. 4.6 The Supplier shall comply with all applicable Laws relating to the manufacture, packing, labelling, marking, storage, handling, sale and delivery of the Products. 4.7 The Supplier shall provide all products as per international quality packaging as per designs and catalogues provided by distributor. Supplier will print MRP and/or marketed by name as provided/ or as directed by the Distributor. 5.1 The Supplier shall deliver each Order to the Delivery Location on or by the Delivery Date. 5.2 Delivery of an Order shall be complete on the arrival of the Products at the Delivery Location. The title to, and risk in the Products shall pass to the Distributor on delivery in terms of this Clause 5.2. 5.3 The Supplier shall not deliver Orders by instalments except with the prior written consent of the Distributor. Where Orders are to be delivered by instalments, they may be invoiced and paid for separately. References in this Agreement to Orders shall, where applicable, be read as references to instalments. 5.4 If an Order is not delivered on the specified Delivery Date, then, without limiting any other right or remedy the Distributor may have, the Distributor may claim damages for any other costs, expenses or losses resulting from the Supplier's failure to deliver the Order on the Delivery Date. 5.5 Each Order shall be accompanied by a delivery note from the Supplier showing the Order Number, the date of the Order, the type and quantity of Products included in the Order and, in the case of an Order being delivered by instalments, the outstanding balance of Products remaining to be delivered. 5.6 The Parties agree that if in respect of an Order the Supplier delivers up to and including 5% (five percent) more or less than the quantity of Products ordered, the Distributor shall not be entitled to reject the Order, but a pro rata adjustment shall be made to the Order invoice. 5.7 The Supplier shall be entitled to invoice the Distributor for each Order on or at any time after delivery in terms of the Clause 5.2. Each invoice shall quote the relevant Order Numbers. 5.8 In case after issuing of confirmed purchase order and goods not picked up, losses of PAL on account of goods or medicines expired/damaged/become obsolete, will be borne by Distributor. 5.9 Similarly, if, after receipt and acceptance of confirmed order, goods are not dispatched as per agreed schedule, Distributor’s margin will be met by XXX.
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Samples: Distribution Agreement, Distribution Agreement
MANUFACTURE, QUALITY AND PACKING. 4.1 The Supplier shall at all times maintain sufficient manufacturing capacity, stocks of raw materials and packaging, and stocks of Products to enable it to meet the Distributor's forecasted requirements to Products as notified to the Supplier in accordance with Clause 3.1.
4.2 The Supplier shall manufacture, pack and supply the Products in accordance with the requirements of the relevant Orders, the latest state of the art science and technology applicable to the performance of this Agreement and all generally accepted industry standards and practices, and shall conform to such other specifications as may be prescribed by any Governmental Authority and/or the Distributor, for Products to be merchantable in the International Territorypractices that are applicable.
4.3 4.2 The Supplier warrants and represents that all Products supplied to the Distributor by the Supplier Customer under this Agreement shall:
4.3.1 4.2.1 satisfy performance and quality standards reasonably specified from time to time by the Customer and shall be of merchantable satisfactory quality (within the meaning of applicable Law including the Sale of Goods Act, 1930Xxx 0000, as amended) and fit for any purpose held out by the Supplier or made known to the Supplier by the DistributorCustomer;
4.2.2 meet the Specification; and
4.3.2 4.2.3 comply with all applicable statutory and regulatory requirements under requirements, including those relating to their composition and effects on the Lawenvironment, transportation, packaging, labelling, storage, treatment and manufacture.
4.3 The Supplier warrants and represents that:
4.3.1 it will comply with applicable state or local statutes, EU and EC regulations, provisions or rules and industry standards concerning the Products, including those relating to environmental protection, product safety and labour law provisions;
4.3.2 it has and will maintain throughout the Term all necessary licences and consents as may be required to enable the Supplier to perform its duties pursuant to this Agreement; and
4.3.3 it will employ through the Term adequate numbers of appropriately qualified and trained personnel to comply with its duties pursuant to this Agreement and to meet relevant timelines.
4.4 The Supplier shall ensure that the Products are properly packed and secured in such manner as to enable them to reach their destination in good and merchantable condition. The Supplier shall follow the packing instructions specified by the Customer in the Order (if any).
4.5 The Supplier shall obtain and will maintain in force for the term, all Approvals needed to manufacture and supply the Products a quality management system in accordance with a quality management system that corresponds to and is consistent with the terms latest standards, including, but not limited to, ISO 9001, as agreed by the Customer. If the Supplier does not meet the quality levels required by such quality management system and the Supplier fails to correct any such deficiency within three (3) months of notification by the Customer, in addition to any other rights available to the Customer, the Customer may terminate this AgreementAgreement on notice in writing without further obligation to the Supplier.
4.6 The Customer shall have the right to enter the Supplier’s premises to:
4.6.1 inspect the manufacturing facilities and the equipment used by the Supplier shall comply with all applicable Laws relating to in the manufacturemanufacture of the Products; and
4.6.2 inspect and take samples of the materials, packing, labelling, marking, storage, handling, sale the packaging and delivery of the Products.
4.7 Inspections carried out pursuant to clause 4.6 shall be carried out during business hours on reasonable notice to the Supplier.
4.8 If following an inspection the Customer considers that the Products are not or are not likely to be as warranted under clause 4.2, the Customer shall inform the Supplier and the Supplier shall immediately take such action as is necessary to ensure that the Products are or will be as warranted under clause 4.2. The Customer shall have the right to re-conduct inspections and take further samples after the Supplier has carried out its remedial actions.
4.9 The Supplier will operate in accordance with the Business Continuity Plan and the Quality Assurance Plan throughout the Term.
4.10 The Customer may request, in writing, that the Supplier incorporate engineering changes into the Product. Such request (the “Engineering Change Request” or the “ECR”) will include a description of the proposed engineering changes sufficient to permit the Supplier to accurately evaluate its feasibility and cost. The Supplier shall provide all products as per international quality packaging as per designs endeavour to respond to the Customer’s request in writing, within five (5) working days of notification and catalogues provided by distributorshall state the costs and time of implementation and the impact on the delivery schedule, materials inventory, materials on order and pricing of the Product. The Supplier will print MRP and/or marketed by name as provided/ or as directed by not be obligated to proceed with the Distributor.
5.1 The Supplier shall deliver each Order engineering changes until the Parties have agreed upon the changes to the Delivery Location on or by Product’s Specifications, delivery schedule and Product pricing and the Delivery Date.
5.2 Delivery of Customer has issued an Order shall be complete on for the arrival of the Products at the Delivery Location. The title to, and risk in the Products shall pass implementation costs to the Distributor on delivery in terms of this Clause 5.2.
5.3 The Supplier shall not deliver Orders by instalments except with the prior written consent of the Distributor. Where Orders are to be delivered by instalments, they may be invoiced and paid for separately. References in this Agreement to Orders shall, where applicable, be read as references to instalments.
5.4 If an Order is not delivered on the specified Delivery Date, then, without limiting any other right or remedy the Distributor may have, the Distributor may claim damages for any other costs, expenses or losses resulting from the Supplier's failure to deliver the Order on the Delivery Date.
5.5 Each Order shall be accompanied by a delivery note from the Supplier showing the Order Number, the date of the Order, the type and quantity of Products included in the Order and, in the case of an Order being delivered by instalments, the outstanding balance of Products remaining to be delivered.
5.6 The Parties agree that if in respect of an Order the Supplier delivers up to and including 5% (five percent) more or less than the quantity of Products ordered, the Distributor shall not be entitled to reject the Order, but a pro rata adjustment shall be made to the Order invoice.
5.7 The Supplier shall be entitled to invoice the Distributor for each Order on or at any time after delivery in terms of the Clause 5.2. Each invoice shall quote the relevant Order Numbers.
5.8 In case after issuing of confirmed purchase order and goods not picked up, losses of PAL on account of goods or medicines expired/damaged/become obsolete, will be borne by Distributorthe Customer.
5.9 Similarly, if, after receipt 4.11 Reflecting the Customer’s requirements that the vehicles it manufactures and acceptance of confirmed order, goods are not dispatched as per agreed schedule, Distributor’s margin sells will be met in productive use for a long period after sale, the Supplier represents and warrants that it will continue to manufacture Spares and make the same available for purchase by XXXthe Customer for a period of five (5) years following the Delivery Date of the last Product ordered pursuant to this Agreement.
Appears in 1 contract
Samples: Product Manufacture and Supply Agreement (Arrival Group)
MANUFACTURE, QUALITY AND PACKING. 4.1 5.1 The Supplier shall at all times agrees that during the Term it will develop and maintain sufficient manufacturing capacity, stocks of raw materials and packaging, and stocks of Products capacity to enable it to meet the Distributor's forecasted requirements to Products as notified supply to the Supplier in accordance with Clause 3.1.
4.2 Customer approximately 600,000 units of Product per quarter. The Supplier shall manufacture, pack and supply the Products in accordance with the all generally accepted industry standards and practices, and shall conform to such other specifications as may be prescribed by any Governmental Authority and/or the Distributor, for Products to be merchantable in the International Territorypractices that are applicable.
4.3 5.2 The Products supplied to the Distributor Customer by the Supplier under this Agreement shall:
4.3.1 5.2.1 conform to the Specification;
5.2.2 be of merchantable satisfactory quality (within the meaning of applicable Law including the Sale of Goods Act, 1930Xxx 0000, as amended) and fit for any purpose held out by the Supplier or made known to the Supplier by the DistributorSupplier; and
4.3.2 5.2.3 comply with all applicable statutory and regulatory requirements under the Lawrequirements.
4.4 5.3 The terms implied by sections 13 to 15 of the Sale of Goods Xxx 0000 are, to the fullest extent permitted by law, excluded from the Contract.
5.4 The Supplier shall ensure that the Products are properly packed and secured in such manner so as to enable them to reach their destination in good and merchantable conditioncondition in a manner agreed between the Supplier and the Customer.
4.5 5.5 The Supplier shall obtain and maintain in force for the termTerm all licences, all Approvals permissions, authorisations, consents and permits needed to manufacture and supply the Products in accordance with the terms of this Agreement.
4.6 5.6 The Supplier shall comply with all applicable Laws laws, enactments, orders, regulations and other instruments relating to the manufacture, packing, labellingpackaging, marking, storage, handling, sale storage and delivery handling of the Products.
4.7 The 5.7 On the request of the Customer, the Supplier shall provide all products as per international quality packaging as per designs and catalogues provided by distributor. Supplier will print MRP and/or marketed by name as provided/ or as directed by the Distributor.
5.1 The Supplier shall deliver each Order must document to the Delivery Location on or by Customer, in a form reasonably acceptable to the Delivery Date.
5.2 Delivery Customer, that all relevant North American authority approvals related to the supply of an Order shall be complete on the arrival of the Products at the Delivery Location. The title to, and risk packaging in the Products shall pass to the Distributor on delivery in terms of this Clause 5.2.
5.3 The Supplier shall not deliver Orders USA and Canada, as required by instalments except with the prior written consent of the Distributor. Where Orders are to be delivered by instalmentslaw, they may be invoiced and paid for separately. References in this Agreement to Orders shall, where applicable, be read as references to instalments.
5.4 If an Order is not delivered on the specified Delivery Date, then, without limiting any other right or remedy the Distributor may have, the Distributor may claim damages for any other costs, expenses or losses resulting from the Supplier's failure to deliver the Order on the Delivery Date.
5.5 Each Order shall be accompanied by a delivery note from the Supplier showing the Order Number, the date of the Order, the type and quantity of Products included in the Order and, in the case of an Order being delivered by instalments, the outstanding balance of Products remaining to be delivered.
5.6 The Parties agree that if in respect of an Order the Supplier delivers up to and including 5% (five percent) more or less than the quantity of Products ordered, the Distributor shall not be entitled to reject the Order, but a pro rata adjustment shall be made to the Order invoice.
5.7 The Supplier shall be entitled to invoice the Distributor for each Order on or at any time after delivery in terms of the Clause 5.2. Each invoice shall quote the relevant Order Numbershave been met.
5.8 In case after issuing The Supplier warrants to the Customer the following:
5.8.1 The Products are merchantable, fit for the intended purpose, and of confirmed purchase order good commercial quality, material and goods workmanship including, without limitation, a clean, sanitary, air tight, leak-free container for wine and still alcoholic beverages that does not picked up, losses alter or affect the nature or quality of PAL on account of goods the wine or medicines expired/damaged/become obsolete, will be borne by Distributoralcoholic beverage.
5.9 Similarly5.8.2 All approvals, ifas required by law, after receipt have been issued in each jurisdiction in the Territory to manufacture, package, market, distribute, sell and acceptance use the Products in the Territory.
5.8.3 The Products are free of confirmed orderdefects that would render the Products or other materials unsafe in normal usage or in foreseeable misuse, goods and the Products are not dispatched as per agreed schedule, Distributor’s margin will be met by XXXfit for use in connection with wine and alcoholic beverages.
Appears in 1 contract
