Common use of Orders and Delivery Clause in Contracts

Orders and Delivery. 4.1 The Purchaser may from time to time place Purchase Orders on the Supplier for the Goods and/or Services. Nothing in this Agreement shall prevent the Purchaser from purchasing the same or similar goods and services from a third party. 4.2 The Purchaser may at any time terminate a PO, or where applicable this Agreement, for convenience if the relevant contract in terms whereof Goods and/or Services are on-sold by the Purchaser to a Customer is terminated, by giving the Supplier 30 (thirty) days’ written notice to such effect, in which event the Purchaser shall be liable to pay only for Goods ordered under Purchase Orders placed prior to the delivery of such notice of termination. 4.3 The Goods to be supplied pursuant to this Agreement shall be delivered by the Supplier DDP Delivered Duty Paid (at the Purchaser’s or the Customer’s premises, Gauteng) on or before the delivery date/s stated in the relevant PO or delivery schedule. Time is of the essence in the performance of the Supplier’s obligations. 4.4 Subject to the Supplier’s strict compliance with this clause 4, the Purchaser shall grant to the Supplier an extension of time if and to the extent that delivery is or will be delayed by the following causes: 4.4.1 Additional Goods and/or Services are ordered under clause 5, or 4.4.2 Any delay, impediment or prevention caused by either force majeure or the Purchaser occurs. 4.5 If the Supplier considers itself entitled to an extension of time, the Supplier shall give notice to the Purchaser describing the event or circumstance giving rise to the requested extension of time (in this clause referred to as the “claim”). The notice shall be given as soon as practicable, and in any event not later than 2 (two) days after the Supplier became aware, or should have become aware, of the event or circumstance. 4.6 Within 7 (seven) days after the Supplier sent the notice referred to in clause 4.5 or within such other period as may be proposed by the Supplier and approved by the Purchaser, the Supplier shall send to the Purchaser a fully detailed claim and revised draft delivery schedule which includes full supporting particulars of the basis and duration of the claim. If the event or circumstance giving rise to the claim has a continuing effect: 4.6.1 this fully detailed claim shall be considered as interim; 4.6.2 the Supplier shall send further interim claims at weekly intervals, giving the accumulated delay, and such further particulars as the Purchaser may reasonably require; and 4.6.3 the Supplier shall send a final claim within 7 (seven) days after the end of the effects resulting from the event or circumstance, or within such other period as may be proposed by the Supplier and approved by the Purchaser. 4.7 Within 7 (seven) days after receiving a claim or any further particulars supporting a previous claim, or within such other period as may be proposed by the Purchaser and approved by the Supplier, the Purchaser shall respond with approval, or with disapproval and detailed comments. It may also request further clarification or additional particulars. Should the Purchaser fail to respond within the stated time, it shall be deemed to have rejected the claim. 4.8 A revised delivery schedule shall only become valid and binding once approved by the Purchaser, which approval shall not be unreasonably withheld.

Appears in 3 contracts

Samples: General Terms and Conditions of Purchase, General Terms and Conditions of Purchase, General Terms and Conditions of Purchase

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Orders and Delivery. 4.1 The Purchaser may from time to time place (a) Customer shall provide firm Purchase Orders on as specified in Section 1.2 above. After the Supplier initial [ * ] Purchase Orders are received, Purchase Orders shall be due [ * ]. Each purchase order (“Purchase Order”) shall specify the type and quantity of the Product to be delivered, as well as requested delivery dates and delivery location. All requested delivery dates shall provide for adequate lead time for the Goods and/or Servicesmanufacture and delivery of Product ordered (taking into consideration the production schedule established jointly between the parties, which schedule shall be incorporated hereto and made a part of this Agreement). Nothing Each purchase order, or any acknowledgment thereof, invoice, xxxx of lading or acceptance by Customer, shall be governed by the terms of this Agreement. (b) Supplier shall supply Product to Customer or its designee in accordance with the quantities, delivery dates and locations set forth in Purchase Orders submitted by Customer in accordance with Section 1.4(a), and in compliance with the Product Specifications and the terms of this Agreement and the Quality Agreement. Unless otherwise agreed to in writing by the parties, all Products manufactured for Customer shall prevent be shipped to Customer FCA (Incoterms 2015) Supplier’s dock. Supplier shall not ship Product to Customer or its designee until it has received written approval from Customer to release and ship. Title and risk of loss for Product shall pass to Customer upon delivery to the Purchaser carrier at Supplier’s dock. Customer shall arrange for transportation and insurance of Product from purchasing the same or similar goods Supplier’s dock and services from a third partyfor all export and import clearances and licenses, provided that Supplier shall use all reasonable efforts to assist Customer in obtaining all needed export clearances and licenses. 4.2 The Purchaser may (c) Supplier shall send invoices to Customer for delivered Product at any time terminate a PO, or where applicable this Agreement, for convenience if the relevant contract in terms whereof Goods and/or Services are on-sold by the Purchaser purchase price determined under Article 2. Unless subject to a bona fide dispute, Customer is terminated, by giving shall pay each invoice within [ * ] from the Supplier 30 (thirty) days’ written notice to such effect, in which event date of invoice. All payments and communications regarding the Purchaser shall be liable to pay only for Goods ordered under Purchase Orders placed prior to the delivery of such notice of termination. 4.3 The Goods to be supplied pursuant to this Agreement Product shall be delivered by the to Supplier DDP Delivered Duty Paid (at the Purchaser’s address designated in Section 10.4. Failure to make payment on time shall result in interest accruing on any unpaid balance, from the due date until payment is made, at the rate of [ * ] per month or the Customer’s premiseshighest interest rate allowable by law, Gauteng) on or before the delivery date/s stated in the relevant PO or delivery schedulewhichever is less. Time is of the essence in the performance of the Supplier’s obligations. 4.4 Subject Failure to the Supplier’s strict compliance with this clause 4, the Purchaser shall grant to the Supplier an extension of time if and to the extent that delivery is or will be delayed by the following causes: 4.4.1 Additional Goods and/or Services are ordered under clause 5, or 4.4.2 Any delay, impediment or prevention caused by either force majeure or the Purchaser occurs. 4.5 If the Supplier considers itself entitled to an extension of time, the Supplier shall give notice to the Purchaser describing the event or circumstance giving rise to the requested extension of time (in this clause referred to as the “claim”). The notice shall be given as soon as practicable, and in any event not later than 2 (two) days after the Supplier became aware, or should have become aware, of the event or circumstance. 4.6 Within 7 (seven) days after the Supplier sent the notice referred to in clause 4.5 or within such other period as may be proposed by the Supplier and approved by the Purchaser, the Supplier shall send to the Purchaser a fully detailed claim and revised draft delivery schedule which includes full supporting particulars of the basis and duration of the claim. If the event or circumstance giving rise to the claim has a continuing effect: 4.6.1 this fully detailed claim shall be considered as interim; 4.6.2 the Supplier shall send further interim claims at weekly intervals, giving the accumulated delay, and such further particulars as the Purchaser may reasonably require; and 4.6.3 the Supplier shall send a final claim within 7 (seven) days after the end of the effects resulting from the event or circumstance, or within such other period as may be proposed by the Supplier and approved by the Purchaser. 4.7 Within 7 (seven) days after receiving a claim or any further particulars supporting a previous claim, or within such other period as may be proposed by the Purchaser and approved by the Supplier, the Purchaser shall respond with approval, or with disapproval and detailed comments. It pay may also request result in delay of further clarification or additional particulars. Should the Purchaser fail to respond within the stated time, it shall be deemed to have rejected the claimshipments until all unpaid balances are paid in full. 4.8 A revised delivery schedule shall only become valid and binding once approved by the Purchaser, which approval shall not be unreasonably withheld.

Appears in 2 contracts

Samples: Manufacturing Agreement (Airxpanders Inc), Manufacturing and Supply Agreement (Airxpanders Inc)

Orders and Delivery. 4.1 The Purchaser may from time to time WYETH shall place Purchase Orders on its firm orders for Product with XXXXXXXXX by submitting a purchase order which sets forth (i) the Supplier quantity of Product ordered for delivery; and (ii) the Goods and/or Servicesdelivery date for that order. Nothing Any such order which is in this Agreement shall prevent accordance with the Purchaser from purchasing the same or similar goods and services from a third party. 4.2 The Purchaser may at any time terminate a PO, or where applicable this Agreement, for convenience if the relevant contract forecast set forth in terms whereof Goods and/or Services are on-sold by the Purchaser to a Customer is terminated, by giving the Supplier 30 (thirtySection 4.1(b) days’ written notice to such effect, in which event the Purchaser shall be liable to pay only for Goods ordered under Purchase Orders placed prior to the delivery of such notice of termination. 4.3 The Goods deemed to be supplied pursuant to this Agreement shall be delivered accepted by the Supplier DDP Delivered Duty Paid XXXXXXXXX. For all other orders placed by WYETH, unless XXXXXXXXX notifies WYETH in writing within fifteen (at the Purchaser’s or the Customer’s premises, Gauteng) on or before the delivery date/s stated in the relevant PO or delivery schedule. Time is of the essence in the performance of the Supplier’s obligations. 4.4 Subject to the Supplier’s strict compliance with this clause 4, the Purchaser shall grant to the Supplier an extension of time if and to the extent that delivery is or will be delayed by the following causes: 4.4.1 Additional Goods and/or Services are ordered under clause 5, or 4.4.2 Any delay, impediment or prevention caused by either force majeure or the Purchaser occurs. 4.5 If the Supplier considers itself entitled to an extension of time, the Supplier shall give notice to the Purchaser describing the event or circumstance giving rise to the requested extension of time (in this clause referred to as the “claim”). The notice shall be given as soon as practicable, and in any event not later than 2 (two15) days after the Supplier became awareof receipt of a purchase order that it is unable to deliver Product in accordance with such purchase order, or should have become aware, of the event or circumstance. 4.6 Within 7 (seven) days after the Supplier sent the notice referred to in clause 4.5 or within such other period as may be proposed by the Supplier and approved by the Purchaser, the Supplier shall send to the Purchaser a fully detailed claim and revised draft delivery schedule which includes full supporting particulars of the basis and duration of the claim. If the event or circumstance giving rise to the claim has a continuing effect: 4.6.1 this fully detailed claim shall be considered as interim; 4.6.2 the Supplier shall send further interim claims at weekly intervals, giving the accumulated delay, and such further particulars as the Purchaser may reasonably require; and 4.6.3 the Supplier shall send a final claim within 7 (seven) days after the end of the effects resulting from the event or circumstance, or within such other period as may be proposed by the Supplier and approved by the Purchaser. 4.7 Within 7 (seven) days after receiving a claim or any further particulars supporting a previous claim, or within such other period as may be proposed by the Purchaser and approved by the Supplier, the Purchaser shall respond with approval, or with disapproval and detailed comments. It may also request further clarification or additional particulars. Should the Purchaser fail to respond within the stated time, it XXXXXXXXX shall be deemed to have rejected accepted such purchase order as a binding order. If XXXXXXXXX notifies WYETH that it is unable to fill such purchase order, it shall indicate the claim. 4.8 A revised delivery schedule shall only become valid and binding once approved portion of such purchase order XXXXXXXXX cannot supply by the Purchaserrequested delivery date and specify alternate delivery dates. WYETH may cancel or modify any firm purchase order (in whole or in part) at any time prior to the delivery for any quantity of Product that XXXXXXXXX has not completed Manufacturing pursuant to such purchase order at the time that notice of cancellation is received by XXXXXXXXX; provided that if XXXXXXXXX has commenced but not completed the Manufacture of Product pursuant to such firm purchase order, which approval WYETH shall reimburse XXXXXXXXX for [***] of the Material and Labor costs in respect of any works-in-progress pursuant to such cancelled or modified purchase order (or part thereof) at the time notice of cancellation or modification is received by XXXXXXXXX; and provided, further, that WYETH shall reimburse XXXXXXXXX for the cost of any other Material purchased by XXXXXXXXX to fill a cancelled or modified purchase order (or part thereof) that are unique to the Product and cannot within a reasonable period of time otherwise be unreasonably withheldused in XXXXXXXXX'x operations. All Product shall be delivered F.O.B. XXXXXXXXX'x Facility in accordance with WYETH's instructions and title, possession and risk of loss shall pass to WYETH upon delivery of Product to WYETH's designated carrier at XXXXXXXXX'x loading dock. In the event that the Product are not delivered F.O.B. XXXXXXXXX'x Facility on the date specified in the applicable purchase order, XXXXXXXXX shall be responsible for any reasonable costs incurred by WYETH as a result of such delay, including, without limitation, any additional costs charged by WYETH's designated carrier.

Appears in 2 contracts

Samples: Supply Agreement (Amphastar Pharmaceuticals, Inc.), Supply Agreement (Amphastar Pharmaceuticals, Inc.)

Orders and Delivery. 4.1 3.1 The Purchaser may Distributor will send a 12 month rolling forecast (the "Forecast") to Remedent on or prior to the 15th working day of each month. The first three months of such Forecast comprise binding orders upon the Distributor, which shall also be binding upon Remedent. The remaining 9 months of the Forecast are prepared in good faith but are indicative orders only. Delivery of binding orders shall be made on the 15th day of the third month following the month that such binding order were placed or as otherwise agreed. 3.2 Remedent shall supply the Product to the Distributor in accordance with the purchase orders. Execution Version The Product to be supplied by Remedent shall be delivered at the delivery date to Distributor's premises in Belgium (as notified to Remedent by the Distributor from time to time place Purchase Orders on the Supplier time). Remedent shall procure transport and insurance and arrange for the Goods and/or Servicesdelivery of the Product to the Distributor's premises (as notified to Remedent from time to time). Nothing The Product will be delivered in this Agreement packed form and ready for sale. The cost of packaging, transport, duties, taxes and insurance shall prevent be paid by Remedent. The Product must be packaged and protected in a manner which ensures that by normal means of transport they arrive at the Purchaser from purchasing place of destination in good condition and that unloading there can be done in a safe manner. Remedent shall be responsible for the same or similar goods due observance of all applicable regulations concerning packaging, insurance and services from a third partytransport. 4.2 The Purchaser 3.3 Title to and risk for the Product shall pass to the Distributor after the delivery of the Product at the Distributor's premises (as notified to Remedent by the Distributor from time to time). Within fourteen days following a receipt of a delivery of the Product, Omega Pharma shall executive a visual inspection of the Products delivered. Following such inspection, Omega Pharma shall, by notice in writing to Remedent, be entitled (without prejudice to any other right or remedy it may at any time terminate a POhave), or where applicable to reject all Products which it considers breach the warranty in clause 13.1 of this Agreement, for convenience if the relevant contract in terms whereof Goods and/or Services are on-sold by the Purchaser to a Customer is terminated, by giving the Supplier 30 (thirty) days’ written notice to such effect, in which event the Purchaser case Omega Pharma shall be liable have no obligation to pay only for Goods ordered under Purchase Orders placed prior to those Products so rejected, until Remedent shall have fully and duly replaced the delivery of such notice of terminationdefective Products. 4.3 The Goods to be supplied pursuant to this Agreement shall be delivered by the Supplier DDP Delivered Duty Paid (at the Purchaser’s or the Customer’s premises, Gauteng) on or before the delivery date/s stated in the relevant PO or delivery schedule. Time is of the essence in the performance of the Supplier’s obligations. 4.4 Subject to the Supplier’s strict compliance with this clause 4, the Purchaser shall grant to the Supplier an extension of time if and to the extent that delivery is or will be delayed by the following causes: 4.4.1 Additional Goods and/or Services are ordered under clause 5, or 4.4.2 Any delay, impediment or prevention caused by either force majeure or the Purchaser occurs. 4.5 If the Supplier considers itself entitled to an extension of time, the Supplier shall give notice to the Purchaser describing the event or circumstance giving rise to the requested extension of time (in this clause referred to as the “claim”). The notice shall be given as soon as practicable, and in any event not later than 2 (two) days after the Supplier became aware, or should have become aware, of the event or circumstance. 4.6 Within 7 (seven) days after the Supplier sent the notice referred to in clause 4.5 or within such other period as may be proposed by the Supplier and approved by the Purchaser, the Supplier shall send to the Purchaser a fully detailed claim and revised draft delivery schedule which includes full supporting particulars of the basis and duration of the claim. If the event or circumstance giving rise to the claim has a continuing effect: 4.6.1 this fully detailed claim shall be considered as interim; 4.6.2 the Supplier shall send further interim claims at weekly intervals, giving the accumulated delay, and such further particulars as the Purchaser may reasonably require; and 4.6.3 the Supplier shall send a final claim within 7 (seven) days after the end of the effects resulting from the event or circumstance, or within such other period as may be proposed by the Supplier and approved by the Purchaser. 4.7 Within 7 (seven) days after receiving a claim or any further particulars supporting a previous claim, or within such other period as may be proposed by the Purchaser and approved by the Supplier, the Purchaser shall respond with approval, or with disapproval and detailed comments. It may also request further clarification or additional particulars. Should the Purchaser fail to respond within the stated time, it shall be deemed to have rejected the claim. 4.8 A revised delivery schedule shall only become valid and binding once approved by the Purchaser, which approval shall not be unreasonably withheld.

Appears in 1 contract

Samples: Distribution Agreement (Remedent, Inc.)

Orders and Delivery. 4.1 8.1. Within 30 days of the Effective Date, the Company shall furnish the Manufacturer with a non-binding forecast, estimating the quantity of each Product that the Company intends to purchase from the Manufacturer during the following 6-month period (the “Forecast”). The Purchaser may Forecast will be revolving and updated, from time to time, by the Company prior to the expiration of each month covered by the Forecast, so that the Forecast shall at any given time place Purchase Orders on cover a period of 6 months. 8.2. Upon submission of the Supplier Forecast to the Manufacturer, the Company shall furnish the Manufacturer with a binding purchase order for Products for the Goods and/or Services. Nothing in this Agreement shall prevent ensuing 3-month period and shall, 30 days prior to the Purchaser from purchasing expiration of the same or similar goods aforementioned 3-month period and services from of each consecutive 3-month period furnish the Manufacturer with a third partybinding purchase order for Products for the respective following 3-month period(s) (the “Binding Purchase Orders”). 4.2 8.3. Any Products covered by a Binding Purchase Order shall be Manufactured by the Manufacturer and delivered to the Company, or to a destination specified by the Company, within 5 days, earlier or after, of the date specified in the Binding Purchase Order, provided however that with respect to any Additional Increased Products (as defined in Section 8.4.1 below), the delivery period shall be within 30 days of submission by the Company of the notice requiring the relevant increase. 8.4. Notwithstanding anything else to the contrary contained herein, the Company shall be entitled to (by giving written notice to the Manufacturer): 8.4.1. Increase the number of Products covered by any Binding Purchase Order (the “Additional Increased Products”), provided that the aggregate Products ordered by the Company during any given 6-month period shall not exceed by more than 35% the respective Forecast, unless accepted by the Manufacturer in writing; or 8.4.2. Require the Manufacturer to postpone delivery of any Product covered by a Binding Purchase Order (including any Additional Increased Products) by up to 60 days, provided that such requirement is submitted to the Manufacturer not later than 30 days prior to the specified Delivery Date; or 8.4.3. Cancel any Binding Purchase Order, in whole or in part, provided that a notice with respect thereto is submitted to the Manufacturer not later than 45 days prior to the specified Delivery Date and that the Company shall reimburse the Manufacturer for all costs actually spent in the purchase of the Materials pertaining thereto, as evidenced by proper documentation, against delivery of such Materials to the Company. 8.5. Delivery of Products shall be made on a FCA (as such term is defined in Incoterms 2000, publication 560 of the International Chamber of Commerce) Ben-Gurion airport basis. The Purchaser may Company shall have the right to designate one or more destinations for the Products of each Binding Purchase Order 10 days prior to the shipment by the Manufacturer. 8.6. If the Manufacturer discovers at any time terminate that, using best efforts, it is unable to deliver a POBinding Purchase Order on a respective Delivery Date, the Manufacturer shall immediately so notify the Company and inform the Company of the earliest possible alternative delivery date. Upon the Company’s receipt of such notice or where applicable this Agreement, for convenience if the relevant contract in terms whereof Goods and/or Services are on-sold by Manufacturer has failed to so notify the Purchaser to a Customer is terminated, by giving the Supplier Company at least 30 (thirty) days’ written notice to such effect, in which event the Purchaser shall be liable to pay only for Goods ordered under Purchase Orders placed days prior to the delivery of such notice of termination. 4.3 The Goods relevant Delivery Date, the Company may, at its sole option (without derogating from any additional or other remedy or right that may be available to be supplied it pursuant to this Agreement and/or the applicable law): 8.6.1. Cancel, in whole or in part, the Binding Purchase Order, refuse to accept delivery and return the cancelled Products, as aforesaid, to the Manufacturer, freight collect, at the Manufacturer’s risk; or 8.6.2. Reschedule the delivery date to a date agreeable to the Manufacturer, which date shall be delivered become the Delivery Date. 8.7. The Manufacturer may make delivery of less than the full number of Products included in a Binding Purchase Order only with the prior written approval of the Company. 8.8. The Manufacturer warrants that it has obtained all standard government, health, consumer protection and safety approvals required by the Supplier DDP Delivered Duty Paid (at the Purchaser’s or the Customer’s premisesapplicable law, Gauteng) on or before the delivery date/s stated if any, in Israel, Europe and in the relevant PO or U.S.A., with respect to the Manufacture, sale and delivery schedule. Time is of the essence in the performance of the Supplier’s obligationsProducts. 4.4 Subject to the Supplier’s strict compliance with this clause 4, the Purchaser shall grant to the Supplier an extension of time if and to the extent that delivery is or will be delayed by the following causes: 4.4.1 Additional Goods and/or Services are ordered under clause 5, or 4.4.2 Any delay, impediment or prevention caused by either force majeure or the Purchaser occurs. 4.5 If the Supplier considers itself entitled to an extension of time, the Supplier shall give notice to the Purchaser describing the event or circumstance giving rise to the requested extension of time (in this clause referred to as the “claim”). The notice shall be given as soon as practicable, and in any event not later than 2 (two) days after the Supplier became aware, or should have become aware, of the event or circumstance. 4.6 Within 7 (seven) days after the Supplier sent the notice referred to in clause 4.5 or within such other period as may be proposed by the Supplier and approved by the Purchaser, the Supplier shall send to the Purchaser a fully detailed claim and revised draft delivery schedule which includes full supporting particulars of the basis and duration of the claim. If the event or circumstance giving rise to the claim has a continuing effect: 4.6.1 this fully detailed claim shall be considered as interim; 4.6.2 the Supplier shall send further interim claims at weekly intervals, giving the accumulated delay, and such further particulars as the Purchaser may reasonably require; and 4.6.3 the Supplier shall send a final claim within 7 (seven) days after the end of the effects resulting from the event or circumstance, or within such other period as may be proposed by the Supplier and approved by the Purchaser. 4.7 Within 7 (seven) days after receiving a claim or any further particulars supporting a previous claim, or within such other period as may be proposed by the Purchaser and approved by the Supplier, the Purchaser shall respond with approval, or with disapproval and detailed comments. It may also request further clarification or additional particulars. Should the Purchaser fail to respond within the stated time, it shall be deemed to have rejected the claim. 4.8 A revised delivery schedule shall only become valid and binding once approved by the Purchaser, which approval shall not be unreasonably withheld.

Appears in 1 contract

Samples: Contract Manufacturing Agreement (Vision Sciences Inc /De/)

Orders and Delivery. 4.1 The Purchaser may from time to time DISCUS shall place Purchase Orders on the Supplier its firm orders for the Goods and/or Services. Nothing in this Agreement shall prevent the Purchaser from purchasing the same or similar goods and services from Products with ACCESS’s Third Party Manufacturers by submitting a third party. 4.2 The Purchaser may purchase order, at any time terminate a PO, or where applicable this Agreement, for convenience if the relevant contract in terms whereof Goods and/or Services are on-sold by the Purchaser to a Customer is terminated, by giving the Supplier 30 least ninety (thirty90) days’ written notice to such effect, in which event the Purchaser shall be liable to pay only for Goods ordered under Purchase Orders placed days prior to the delivery date requested therein, which sets forth (a) the quantity of the Products ordered for delivery; and (h) the delivery date for that order. If any ACCESS’s Third Part)’ Manufacturer notifies DISCUS that it is unable to fill such purchase order, it shall indicate the portion of such purchase order it cannot supply by the requested delivery date and specify alternate delivery dates. Except with respect to orders placed to satisfy the binding portion of any Rolling Forecast, DISCUS may cancel or modify any firm purchase order (in whole or in part) at any time prior to the delivery for any quantity of Products for which Manufacturing has not been completed pursuant to such purchase order at the time that notice of termination. 4.3 cancellation or modification is received by any ACCESS’s Third Party Manufacturer; provided that if Manufacturing has commenced but not completed pursuant to such firm purchase order, DISCUS shall reimburse the applicable ACCESS’s Third Party Manufacturer for Material and labor costs in respect of any works-in-progress pursuant to such cancelled or modified purchase order (or part thereof) at the time notice of cancellation or modification is received by such ACCESS’s Third Party Manufacturer; and provided, further, that DISCUS shall reimburse such ACCESS’s Third Party Manufacturer for the actual, reasonable out-of-pocket cost of any other Material purchased by ACCESS’s Third Party Manufacturer to fill a cancelled purchase order (or part thereof) that are unique to the Product and cannot within a reasonable period of time otherwise be used in such ACCESS’s Third Party Manufacturer’s operations. All Products shall be delivered F.O.B. the Facility. Title, possession and risk of loss shall pass to DISCUS upon delivery of Products to DISCUS’s designated carrier at the Facility’s loading dock. The Goods to be supplied pursuant provisions of this Agreement shall prevail over any inconsistent statement or provisions contained in any document related to this Agreement shall be delivered by passing between the Supplier DDP Delivered Duty Paid (at the Purchaser’s parties hereto including, but not limited to, any purchase order, acknowledgment, confirmation or the Customer’s premises, Gauteng) on or before the delivery date/s stated in the relevant PO or delivery schedule. Time is of the essence in the performance of the Supplier’s obligationsnotice. 4.4 Subject to the Supplier’s strict compliance with this clause 4, the Purchaser shall grant to the Supplier an extension of time if and to the extent that delivery is or will be delayed by the following causes: 4.4.1 Additional Goods and/or Services are ordered under clause 5, or 4.4.2 Any delay, impediment or prevention caused by either force majeure or the Purchaser occurs. 4.5 If the Supplier considers itself entitled to an extension of time, the Supplier shall give notice to the Purchaser describing the event or circumstance giving rise to the requested extension of time (in this clause referred to as the “claim”). The notice shall be given as soon as practicable, and in any event not later than 2 (two) days after the Supplier became aware, or should have become aware, of the event or circumstance. 4.6 Within 7 (seven) days after the Supplier sent the notice referred to in clause 4.5 or within such other period as may be proposed by the Supplier and approved by the Purchaser, the Supplier shall send to the Purchaser a fully detailed claim and revised draft delivery schedule which includes full supporting particulars of the basis and duration of the claim. If the event or circumstance giving rise to the claim has a continuing effect: 4.6.1 this fully detailed claim shall be considered as interim; 4.6.2 the Supplier shall send further interim claims at weekly intervals, giving the accumulated delay, and such further particulars as the Purchaser may reasonably require; and 4.6.3 the Supplier shall send a final claim within 7 (seven) days after the end of the effects resulting from the event or circumstance, or within such other period as may be proposed by the Supplier and approved by the Purchaser. 4.7 Within 7 (seven) days after receiving a claim or any further particulars supporting a previous claim, or within such other period as may be proposed by the Purchaser and approved by the Supplier, the Purchaser shall respond with approval, or with disapproval and detailed comments. It may also request further clarification or additional particulars. Should the Purchaser fail to respond within the stated time, it shall be deemed to have rejected the claim. 4.8 A revised delivery schedule shall only become valid and binding once approved by the Purchaser, which approval shall not be unreasonably withheld.

Appears in 1 contract

Samples: License and Supply Agreement (Oxford Ventures Inc)

Orders and Delivery. 4.1 3.1 Xxxxxx Xxxxx will send a 12-month rolling forecast (the "Forecast") to Remedent on or prior to the 10th working day of each month. The Purchaser may first three months of such Forecast comprise binding orders upon Xxxxxx Xxxxx, which shall also be binding upon Remedent. The remaining 9 months of the Forecast are prepared in good faith but are indicative orders only. Binding orders will be sent ninety (90) calendar days before the requested delivery dates. 3.2 Remedent shall supply the Products to Xxxxxx Xxxxx in accordance with the purchase orders. The Products to be supplied by Remedent shall be delivered at the delivery date to Xxxxxx Xxxxx’x premises in France (as notified to Remedent by the Xxxxxx Xxxxx from time to time place Purchase Orders on the Supplier time). Remedent shall procure transport and insurance and arrange for the Goods and/or Services. Nothing in this Agreement shall prevent the Purchaser from purchasing the same or similar goods and services from a third party. 4.2 The Purchaser may at any time terminate a PO, or where applicable this Agreement, for convenience if the relevant contract in terms whereof Goods and/or Services are on-sold by the Purchaser to a Customer is terminated, by giving the Supplier 30 (thirty) days’ written notice to such effect, in which event the Purchaser shall be liable to pay only for Goods ordered under Purchase Orders placed prior to the delivery of such notice the Products to Xxxxxx Xxxxx’x premises (as notified to Remedent from time to time). The Products will be delivered in packed form and ready for sale (under PFOC trade dress and design). Should Remedent fail to deliver the quantities of terminationProducts at the requested delivery dates due to a cause other than a Force Majeure event as defined hereinafter, a rebate of ^Removed pursuant to Rule 24b-2 under the Securities Exchange Act of 1934^ of the purchase price of the delayed Products per each week of delay shall apply as from the 11th working day of delay, provided however that Xxxxxx Xxxxx has respected the ninety (90) calendar days period requested for binding orders as set forth in Article 3.1. The Products must be packaged and protected in a manner which ensures that by normal means of transport they arrive at the place of destination in good condition and that unloading there can be done in a safe manner. Remedent shall be responsible for the due observance of all applicable regulations concerning packaging and transport. 4.3 3.3 Title to and risk for the Products shall pass to Xxxxxx Xxxxx upon delivery of the Products at Xxxxxx Xxxxx’x premises (as notified to Remedent by Xxxxxx Xxxxx from time to time). 3.4 The Goods to be supplied pursuant to this Agreement Products shall be delivered by at Xxxxxx Xxxxx’x premises with a shelf life of at least: • ^Removed pursuant to Rule 24b-2 under the Supplier DDP Delivered Duty Paid Securities Exchange Act of 1934^ for Elgydium-Iwhite® Product (at ^Removed pursuant to Rule 24b-2 under the Purchaser’s or Securities Exchange Act of 1934^); • ^Removed pursuant to Rule 24b-2 under the Customer’s premises, Gauteng) on or before Securities Exchange Act of 1934^ months for Metatray® Product (^Removed pursuant to Rule 24b-2 under the delivery date/s stated in Securities Exchange Act of 1934^). During the relevant PO or delivery schedule. Time is term of the essence Agreement, Remedent undertakes to develop the Products in order to extend the performance shelf life of the Supplier’s obligationsProducts. 4.4 Subject to the Supplier’s strict compliance with this clause 4, the Purchaser shall grant to the Supplier an extension of time if and to the extent that delivery is or will be delayed by the following causes: 4.4.1 Additional Goods and/or Services are ordered under clause 5, or 4.4.2 Any delay, impediment or prevention caused by either force majeure or the Purchaser occurs. 4.5 If the Supplier considers itself entitled to an extension of time, the Supplier shall give notice to the Purchaser describing the event or circumstance giving rise to the requested extension of time (in this clause referred to as the “claim”). The notice shall be given as soon as practicable, and in any event not later than 2 (two) days after the Supplier became aware, or should have become aware, of the event or circumstance. 4.6 Within 7 (seven) days after the Supplier sent the notice referred to in clause 4.5 or within such other period as may be proposed by the Supplier and approved by the Purchaser, the Supplier shall send to the Purchaser a fully detailed claim and revised draft delivery schedule which includes full supporting particulars of the basis and duration of the claim. If the event or circumstance giving rise to the claim has a continuing effect: 4.6.1 this fully detailed claim shall be considered as interim; 4.6.2 the Supplier shall send further interim claims at weekly intervals, giving the accumulated delay, and such further particulars as the Purchaser may reasonably require; and 4.6.3 the Supplier shall send a final claim within 7 (seven) days after the end of the effects resulting from the event or circumstance, or within such other period as may be proposed by the Supplier and approved by the Purchaser. 4.7 Within 7 (seven) days after receiving a claim or any further particulars supporting a previous claim, or within such other period as may be proposed by the Purchaser and approved by the Supplier, the Purchaser shall respond with approval, or with disapproval and detailed comments. It may also request further clarification or additional particulars. Should the Purchaser fail to respond within the stated time, it shall be deemed to have rejected the claim. 4.8 A revised delivery schedule shall only become valid and binding once approved by the Purchaser, which approval shall not be unreasonably withheld.

Appears in 1 contract

Samples: Distribution Agreement (Remedent, Inc.)

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Orders and Delivery. 4.1 The Purchaser may from time 8.1 Curetis sells the Products to time place Purchase Orders Distributor on the Supplier basis of its Standard Terms of Delivery and Sale attached hereto as Attachment 8.l or in the version applicable at that time during the term of the Agreement. The Standard Terms of Delivery and Sale may be adjusted by Curetis upon reasonable advance written notice to Distributor, provided that (i) there are material grounds for such amendment and (ii) such material grounds as well as the Goods and/or Servicesextent of such amendment are disclosed to Distributor in the written notice thereof. Nothing in In case of inconsistencies between this Agreement and the applicable Standard Terms of Delivery and Sale the provisions of this Agreement shall prevent the Purchaser from purchasing the same or similar goods and services from a third partyprevail. 4.2 The Purchaser may at any time terminate a PO8.2 Distributor shall make its orders by regular mail, facsimile, and/or e-mail to Curetis’ distribution site(s) in Germany. Curetis shall confirm receipt of an order of Distributor within two (2) weeks by regular mail, facsimile, or where e-mail and state acceptance of the order together with the planned delivery date or, if applicable identify any problems or objections. Each and every purchase order shall become binding upon Curetis with Distributor’s receipt of Curetis’ acceptance of the order. 8.3 The estimated delivery time for an order shall be thirty (30) days upon Distributor’s receipt of Curetis’ acceptance of the order for disposables and 8 weeks for instruments. The compliance by Curetis with any agreed delivery dates is subject to Curetis’ proper and timely receipt of supplies from its vendors. Curetis shall inform Distributor promptly about such delays, including a notification about the reasonably adjusted estimated delivery times. Any agreed delivery dates shall not be considered as absolute unless expressly stated otherwise. 8.4 Delivery of Products purchased by Distributor hereunder shall be made for and on behalf of Distributor, EX WORKS (Incoterms 0000), Xxxxxxx XX, Xxxxxxx or address of any other Curetis contractor in Germany. Curetis or its contractor as stated above will package all products suitable for shipment. 8.5 Curetis is released from the obligation to deliver the Products for any period in which it is prevented from delivery owing to strike, riots, civil commotions, force majeure or other circumstances for which it is not responsible. In this event, Curetis shall have the right to allocate pro rata portions of those Products available to its various distributors worldwide. This shall also apply in case of 9.1 delay of supply from Curetis’ subcontractors. 8.6 Curetis may withhold shipment of Products because of the outstanding balance of Distributor’s account or if it determines that Distributor is not financially reliable. In this case Curetis may also make it a condition of further deliveries that the Distributor provides reasonable security or Curetis may demand payment in advance. If the foregoing conditions regarding Distributor’s ability to pay or creditworthiness are not rectified to Curetis’ reasonable satisfaction, this will constitute an essential breach of this Agreement and Curetis may terminate this Agreement pursuant to Section 21.3. Distributor shall not be permitted to take any credit against amounts owed to Curetis without prior written authorization by Curetis. 8.7 The Products remain the property of Curetis until all outstanding payments for all affected deliveries have been received by Curetis. Distributor, however, shall be entitled to sell the Products in accordance with proper business practice to third parties. For reasons of security, Distributor agrees to assign any outstanding claims against said third parties resulting from these sales to Curetis, until full payment on any unsettled debts has been effected to Curetis. Curetis agrees to this assignment. The assignment shall not exceed 110% of the unsettled debts. Distributor shall be authorized to collect these claims assigned to Curetis in its own name and on its own account as long as this authorization is not revoked by Curetis. Curetis shall not revoke the authorization as long as the Distributor fully satisfies its payment obligations and does not breach its obligations under this Agreement. In case that Distributor is in default with any of its payment obligations under this Agreement or breaches any terms and conditions of this Agreement, Distributor shall upon request of Curetis promptly report to Curetis the assigned claims and the respective debtors and furnish Curetis with all documents and information required for convenience if asserting the relevant contract claims. In case the Products are pledged by third parties or in terms whereof Goods and/or Services are on-sold case of equivalent acts, Distributor shall advise about the ownership of Curetis and promptly inform Curetis in written form to enable Curetis to protect their right, title and interest. Distributor shall take all necessary and required steps to ensure that the extended retention of title for all outstanding payments for all affected deliveries of Curetis in the form described in this Section8.7 above is effective under the applicable laws in the Territory. In case that an extended retention of title in the form described in this Section 8.7 above is not permissible under the applicable laws in the Territory, Distributor shall ensure that Curetis is granted a security which comes as close as possible to the purpose of a retention of title as intended by the Purchaser to a Customer is terminated, by giving the Supplier 30 (thirty) days’ written notice to such effect, in which event the Purchaser shall be liable to pay only for Goods ordered under Purchase Orders placed prior to the delivery of such notice of terminationParties. 4.3 The Goods to be supplied pursuant to this Agreement shall be delivered by the Supplier DDP Delivered Duty Paid (at the Purchaser’s or the Customer’s premises, Gauteng) on or before the delivery date/s stated in the relevant PO or delivery schedule. Time is of the essence in the performance of the Supplier’s obligations. 4.4 Subject to the Supplier’s strict compliance with this clause 4, the Purchaser shall grant to the Supplier an extension of time if and to the extent that delivery is or will be delayed by the following causes: 4.4.1 Additional Goods and/or Services are ordered under clause 5, or 4.4.2 Any delay, impediment or prevention caused by either force majeure or the Purchaser occurs. 4.5 If the Supplier considers itself entitled to an extension of time, the Supplier shall give notice to the Purchaser describing the event or circumstance giving rise to the requested extension of time (in this clause referred to as the “claim”). The notice shall be given as soon as practicable, and in any event not later than 2 (two) days after the Supplier became aware, or should have become aware, of the event or circumstance. 4.6 Within 7 (seven) days after the Supplier sent the notice referred to in clause 4.5 or within such other period as may be proposed by the Supplier and approved by the Purchaser, the Supplier shall send to the Purchaser a fully detailed claim and revised draft delivery schedule which includes full supporting particulars of the basis and duration of the claim. If the event or circumstance giving rise to the claim has a continuing effect: 4.6.1 this fully detailed claim shall be considered as interim; 4.6.2 the Supplier shall send further interim claims at weekly intervals, giving the accumulated delay, and such further particulars as the Purchaser may reasonably require; and 4.6.3 the Supplier shall send a final claim within 7 (seven) days after the end of the effects resulting from the event or circumstance, or within such other period as may be proposed by the Supplier and approved by the Purchaser. 4.7 Within 7 (seven) days after receiving a claim or any further particulars supporting a previous claim, or within such other period as may be proposed by the Purchaser and approved by the Supplier, the Purchaser shall respond with approval, or with disapproval and detailed comments. It may also request further clarification or additional particulars. Should the Purchaser fail to respond within the stated time, it shall be deemed to have rejected the claim. 4.8 A revised delivery schedule shall only become valid and binding once approved by the Purchaser, which approval shall not be unreasonably withheld.

Appears in 1 contract

Samples: Exclusive International Distributor Agreement (Opgen Inc)

Orders and Delivery. 4.1 The Purchaser may from time to time place Purchase Orders on the Supplier for the Goods and/or Services. Nothing in this Agreement shall prevent the Purchaser from purchasing the same or similar goods and services from a third party. 4.2 The Purchaser may at any time terminate a PO, or where applicable this Agreement, for convenience if the relevant contract in terms whereof Goods and/or Services are on-sold by the Purchaser to a Customer is terminated, by giving the Supplier 30 (thirty) days’ written notice to such effect, in which event the Purchaser shall be liable to pay only for Goods ordered under Purchase Orders placed prior to the delivery of such notice of termination. 4.3 The Goods to be supplied pursuant to this Agreement shall be delivered by the Supplier DDP Delivered Duty Paid (at the Purchaser’s or the Customer’s premises, Gauteng) on or before the delivery date/s stated in the relevant PO or delivery schedule. Time is of the essence in the performance of the Supplier’s obligations. 4.4 Subject to the Supplier’s strict compliance with this clause 4, the Purchaser shall grant to the Supplier an extension of time if and to the extent that delivery is or will be delayed by the following causes: 4.4.1 Additional Goods and/or Services are ordered under clause 5, or 4.4.2 Any delay, impediment or prevention caused by either force majeure vis major or the Purchaser occurs. 4.5 If the Supplier considers itself entitled to an extension of time, the Supplier shall give notice to the Purchaser describing the event or circumstance giving rise to the requested extension of time (in this clause referred to as the “claim”). The notice shall be given as soon as practicable, and in any event not later than 2 (two) days after the Supplier became aware, or should have become aware, of the event or circumstance. 4.6 Within 7 (seven) days after the Supplier sent the notice referred to in clause 4.5 or within such other period as may be proposed by the Supplier and approved by the Purchaser, the Supplier shall send to the Purchaser a fully detailed claim and revised draft delivery schedule which includes full supporting particulars of the basis and duration of the claim. If the event or circumstance giving rise to the claim has a continuing effect: 4.6.1 this fully detailed claim shall be considered as interim; 4.6.2 the Supplier shall send further interim claims at weekly intervals, giving the accumulated delay, and such further particulars as the Purchaser may reasonably require; and 4.6.3 the Supplier shall send a final claim within 7 (seven) days after the end of the effects resulting from the event or circumstance, or within such other period as may be proposed by the Supplier and approved by the Purchaser. 4.7 Within 7 (seven) days after receiving a claim or any further particulars supporting a previous claim, or within such other period as may be proposed by the Purchaser and approved by the Supplier, the Purchaser shall respond with approval, or with disapproval and detailed comments. It may also request further clarification or additional particulars. Should the Purchaser fail to respond within the stated time, it shall be deemed to have rejected the claim. 4.8 A revised delivery schedule shall only become valid and binding once approved by the Purchaser, which approval shall not be unreasonably withheld.

Appears in 1 contract

Samples: General Terms and Conditions of Purchase

Orders and Delivery. 4.1 6.1 When the Distributor (or Affiliate) wishes to order any Products from the Supplier, the Distributor (or Affiliate) shall issue to the Supplier an Order detailing the Specification and the quantity of such Products and the time of delivery. 6.2 The Purchaser Supplier shall deliver the ordered Products ex-works Karlstad. 6.3 Time shall be of the essence in relation to delivery of the Products under this Agreement. The Supplier agrees to hold a minimum level of stock as prescribed in Schedule 3. The Supplier shall notify the Distributor with details of the stock levels at the end of each calendar month. 6.4 If for any reason, the Distributor (or Affiliate) is unable to accept delivery of the Products the Supplier will store the Products, safeguard them and take all reasonable steps to prevent their deterioration until delivery can take place for a maximum period of 30 days (such stock counting towards the minimum stock levels). 6.5 The Supplier warrants to the Distributor that the Supplier has absolute title to the Products and that it will transfer absolute title in the Products to the Distributor. 6.6 Risk and title in the Products shall pass to the Distributor (or relevant Affiliate) on delivery to the Distributor (or Affiliate). 6.7 Without prejudice to any other rights the Distributor may from time to time place Purchase Orders have, the Distributor (or relevant Affiliate) may within 60 days of receipt of any Products requested in an Order, reject such Products if in its reasonable opinion the Products do not meet the Specification by notifying the Supplier and requiring the Supplier, at the Supplier’s sole discretion, to: (a) replace and re-supply all Products that are not in accordance with the Specification; or (b) provide a full refund in respect of purchase and delivery costs of such Products. 6.8 All of the provisions of this Agreement (with the exception of any obligation on the Supplier for the Goods and/or Services. Nothing Distributor to make any additional payment) shall apply in this Agreement shall prevent the Purchaser from purchasing the same respect of any replacement or similar goods and services from a third partyre-supplied Products. 4.2 6.9 The Purchaser may Distributor (and its duly authorised agents) shall, upon reasonable notice, be granted: (a) access to the premises of the Supplier (and its subcontractors) and be allowed to inspect and/or test the Products (and the relevant facilities and processes) at any time terminate prior to placement of an order or delivery; (b) access to such accounting and other records of the Supplier at the Supplier’s premises relating to this Agreement and the manufacture and sale of the Products under this Agreement as are necessary to enable the Distributor to verify that the terms of this Agreement have been complied with by the Supplier. 6.10 The Supplier shall make available free of charge equipment, materials, services and facilities that are available at the Supplier’s premises for carrying out such tests on the Products necessary to ensure the Products are in accordance with the Specification. 6.11 If, as a POresult of any such inspection or testing, or where applicable it is apparent that the Products will not comply in all respects with this Agreement, for convenience if the Distributor may notify the Supplier as soon as practicable after the relevant contract in terms whereof Goods and/or Services are on-sold by the Purchaser to a Customer is terminated, by giving the Supplier 30 (thirty) days’ written notice to such effectinspection or testing, in which event case the Purchaser Supplier shall be liable take all steps which are necessary to pay only for Goods ordered under Purchase Orders placed prior to the delivery of ensure such notice of terminationcompliance. 4.3 6.12 Notwithstanding any inspection or testing in accordance with this clause 6, the Supplier shall remain fully responsible for the Products and any such inspection or testing shall not remove, diminish or otherwise affect the Supplier’s obligations under this Agreement. 6.13 The Goods Supplier shall in accordance with the Specification provide in respect of all items all applicable certificates (including certificates of analysis, tests, inspection or origin), operating and safety instructions, warning notices and customs documentation (free of charge). 6.14 Unless otherwise specified by the Distributor, all information and documentation to be supplied provided by the Supplier (or the Subcontractors) pursuant to this Agreement shall be delivered by the Supplier DDP Delivered Duty Paid (at the Purchaser’s or the Customer’s premises, Gauteng) on or before the delivery date/s stated in the relevant PO or delivery schedule. Time is of the essence in the performance of the Supplier’s obligationsEnglish language. 4.4 Subject to the Supplier’s strict compliance with this clause 4, the Purchaser shall grant to the Supplier an extension of time if and to the extent that delivery is or will be delayed by the following causes: 4.4.1 Additional Goods and/or Services are ordered under clause 5, or 4.4.2 Any delay, impediment or prevention caused by either force majeure or the Purchaser occurs. 4.5 If the Supplier considers itself entitled to an extension of time, the Supplier shall give notice to the Purchaser describing the event or circumstance giving rise to the requested extension of time (in this clause referred to as the “claim”). The notice shall be given as soon as practicable, and in any event not later than 2 (two) days after the Supplier became aware, or should have become aware, of the event or circumstance. 4.6 Within 7 (seven) days after the Supplier sent the notice referred to in clause 4.5 or within such other period as may be proposed by the Supplier and approved by the Purchaser, the Supplier shall send to the Purchaser a fully detailed claim and revised draft delivery schedule which includes full supporting particulars of the basis and duration of the claim. If the event or circumstance giving rise to the claim has a continuing effect: 4.6.1 this fully detailed claim shall be considered as interim; 4.6.2 the Supplier shall send further interim claims at weekly intervals, giving the accumulated delay, and such further particulars as the Purchaser may reasonably require; and 4.6.3 the Supplier shall send a final claim within 7 (seven) days after the end of the effects resulting from the event or circumstance, or within such other period as may be proposed by the Supplier and approved by the Purchaser. 4.7 Within 7 (seven) days after receiving a claim or any further particulars supporting a previous claim, or within such other period as may be proposed by the Purchaser and approved by the Supplier, the Purchaser shall respond with approval, or with disapproval and detailed comments. It may also request further clarification or additional particulars. Should the Purchaser fail to respond within the stated time, it shall be deemed to have rejected the claim. 4.8 A revised delivery schedule shall only become valid and binding once approved by the Purchaser, which approval shall not be unreasonably withheld.

Appears in 1 contract

Samples: Supply and Distribution Agreement (Octel Corp)

Orders and Delivery. 4.1 The Purchaser may from time to time place Purchase Orders on the Supplier for the Goods and/or Services. Nothing in this Agreement shall prevent the Purchaser from purchasing the same or similar goods and services from a third party. 4.2 The Purchaser may at any time terminate a PO, or where applicable this Agreement, for convenience if the relevant contract in terms whereof Goods and/or Services are on-sold by the Purchaser to a Customer is terminated, by giving the Supplier 30 (thirty) days’ written notice to such effect, in which event the Purchaser shall be liable to pay only for Goods ordered under Purchase Orders placed prior to the delivery of such notice of termination. 4.3 The Goods to be supplied pursuant to this Agreement shall be delivered by the Supplier DDP Delivered Duty Paid DAP (at the Purchaser’s or the Customer’s premises, Gauteng) on or before the delivery date/s date(s) stated in the relevant PO or delivery schedule. Time is of the essence in the performance of the Supplier’s obligations. 4.4 Subject to the Supplier’s strict compliance with this clause 4, the Purchaser shall grant to the Supplier an extension of time if and to the extent that delivery is or will be delayed by the following causes: 4.4.1 Additional Goods and/or Services are ordered under clause 5, or 4.4.2 Any delay, impediment or prevention caused by either force majeure vis major or the Purchaser occurs. 4.5 If the Supplier considers itself entitled to an extension of time, the Supplier shall give notice to the Purchaser describing the event or circumstance giving rise to the requested extension of time (in this clause referred to as the “claim”). The notice shall be given as soon as practicable, and in any event not later than 2 (two) days after the Supplier became aware, or should have become aware, of the event or circumstance. 4.6 Within 7 (seven) days after the Supplier sent the notice referred to in clause 4.5 or within such other period as may be proposed by the Supplier and approved by the Purchaser, the Supplier shall send to the Purchaser a fully detailed claim and revised draft delivery schedule which includes full supporting particulars of the basis and duration of the claimclaim and of the extension of time. If the event or circumstance giving rise to the claim has a continuing effect: 4.6.1 this fully detailed claim shall be considered as interim; 4.6.2 the Supplier shall send further interim claims at weekly intervals, giving the accumulated delay, and such further particulars as the Purchaser may reasonably require; and 4.6.3 the Supplier shall send a final claim within 7 (seven) days after the end of the effects resulting from the event or circumstance, or within such other period as may be proposed by the Supplier and approved by the Purchaser. 4.7 Within 7 (seven) days after receiving a claim or any further particulars supporting a previous claim, or within such other period as may be proposed by the Purchaser and approved by the Supplier, the Purchaser shall respond with approval, or with disapproval and detailed comments. It may also request further clarification or additional particulars. Should the Purchaser fail to respond within the stated time, it shall be deemed to have rejected the claim. 4.8 A revised delivery schedule shall only become valid and binding once approved by the Purchaser, which approval shall not be unreasonably withheld.

Appears in 1 contract

Samples: General Terms and Conditions of Purchase

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