Common use of Orders and Delivery Clause in Contracts

Orders and Delivery. 2.4.1 MXXXXX HOLDING shall place its firm orders for the Product with ULURU by submitting a purchase order, at least ninety (90) days prior to the delivery date requested therein, which sets forth (a) the quantity of the Product ordered for delivery; and (b) the delivery date for that order. Any such purchase order which is in accordance with the terms and conditions of this Agreement shall be deemed to be accepted by ULURU. For all other purchase orders placed by MXXXXX HOLDING, unless ULURU notifies MXXXXX HOLDING in writing within seven (7) days of receipt of a purchase order that it is unable to deliver the Product in accordance with such purchase order, ULURU shall be deemed to have accepted such purchase order as a binding order. If ULURU notifies MXXXXX HOLDING that it is unable to fill a purchase order that is not in accordance with the terms and conditions of this Agreement, it shall indicate the portion of such purchase order ULURU cannot supply by the requested delivery date and specify alternate delivery dates; provided that in the event that MXXXXX HOLDING delivers a purchase order less than ninety (90) days prior to the requested delivery date, ULURU shall use commercially reasonable efforts to meet such requested delivery date despite the shortened lead time, and ULURU will not be in breach of its obligations hereunder if, despite such commercially reasonable efforts, ULURU is not able to meet such requested delivery date with respect to such order. All Product shall be delivered F.O.B. the Facility and in accordance with MXXXXX HOLDING’s instructions. Title, possession and risk of loss shall pass to MXXXXX HOLDING upon delivery of Product to MXXXXX HOLDING’s designated carrier at the Facility’s loading dock. The provisions of this Agreement shall prevail over any inconsistent statement or provisions contained in any document related to this Agreement passing between the parties hereto including, but not limited to, any purchase order, acknowledgment, confirmation or notice. 2.4.2 Based on the yearly Forecast provided by MXXXXX HOLDING to ULURU according to Article 2.3 the following minimum order quantities will apply:

Appears in 1 contract

Samples: License and Supply Agreement (Uluru Inc.)

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Orders and Delivery. 2.4.1 MXXXXX HOLDING DISCUS shall place its firm orders for the Product Products with ULURU ACCESS’s Third Party Manufacturers by submitting a purchase order, at least ninety (90) days prior to the delivery date requested therein, which sets forth (a) the quantity of the Product Products ordered for delivery; and (bh) the delivery date for that order. Any such purchase order which is in accordance with the terms and conditions of this Agreement shall be deemed to be accepted by ULURU. For all other purchase orders placed by MXXXXX HOLDING, unless ULURU If any ACCESS’s Third Part)’ Manufacturer notifies MXXXXX HOLDING in writing within seven (7) days of receipt of a purchase order that it is unable to deliver the Product in accordance with such purchase order, ULURU shall be deemed to have accepted such purchase order as a binding order. If ULURU notifies MXXXXX HOLDING DISCUS that it is unable to fill a such purchase order that is not in accordance with the terms and conditions of this Agreementorder, it shall indicate the portion of such purchase order ULURU 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 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 the event that MXXXXX HOLDING delivers a respect of any works-in-progress pursuant to such cancelled or modified purchase order less than ninety (90or part thereof) days prior 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 requested delivery date, ULURU shall use commercially Product and cannot within a reasonable efforts to meet period of time otherwise be used in such requested delivery date despite the shortened lead time, and ULURU will not be in breach of its obligations hereunder if, despite such commercially reasonable efforts, ULURU is not able to meet such requested delivery date with respect to such orderACCESS’s Third Party Manufacturer’s operations. All Product Products shall be delivered F.O.B. the Facility and in accordance with MXXXXX HOLDING’s instructionsFacility. Title, possession and risk of loss shall pass to MXXXXX HOLDING DISCUS upon delivery of Product Products to MXXXXX HOLDINGDISCUS’s designated carrier at the Facility’s loading dock. The provisions of this Agreement shall prevail over any inconsistent statement or provisions contained in any document related to this Agreement passing between the parties hereto including, but not limited to, any purchase order, acknowledgment, confirmation or notice. 2.4.2 Based on the yearly Forecast provided by MXXXXX HOLDING to ULURU according to Article 2.3 the following minimum order quantities will apply:

Appears in 1 contract

Samples: License and Supply Agreement (Oxford Ventures Inc)

Orders and Delivery. 2.4.1 MXXXXX HOLDING WYETH shall place its firm orders for the Product with ULURU ACCESS by submitting a purchase order, at least ninety (90) days prior to the delivery date requested therein, which sets forth (a) the quantity of the Product ordered for delivery; and (b) the delivery date for that order. Any such purchase order which is in accordance with the terms and conditions of this Agreement shall be deemed to be accepted by ULURUACCESS. For all other purchase orders placed by MXXXXX HOLDINGWYETH, unless ULURU ACCESS notifies MXXXXX HOLDING WYETH in writing within seven fifteen (715) days of receipt of a purchase order that it is unable to deliver the Product in accordance with such purchase order, ULURU ACCESS shall be deemed to have accepted such purchase order as a binding order. If ULURU ACCESS notifies MXXXXX HOLDING WYETH that it is unable to fill a purchase order that is not in accordance with the terms and conditions of this Agreement, it shall indicate the portion of such purchase order ULURU ACCESS cannot supply by the requested delivery date and specify alternate delivery dates; provided that in the event that MXXXXX HOLDING WYETH delivers a purchase order less than ninety (90) days prior to the requested delivery date, ULURU ACCESS shall use commercially reasonable efforts to meet such requested delivery date despite the shortened lead time, and ULURU ACCESS will not be in breach of its obligations hereunder if, despite such commercially reasonable efforts, ULURU ACCESS is not able to meet such requested delivery date with respect to such order. * - Confidential portions have been omitted and are on file separately with the Commission. 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 for which Manufacturing has not been completed pursuant to such purchase order at the time that notice of cancellation or modification is received by ACCESS; provided that if Manufacturing has commenced but not completed pursuant to such firm purchase order, WYETH shall reimburse ACCESS 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 ACCESS; and provided, further, that WYETH shall reimburse ACCESS for the actual, reasonable out-of-pocket cost of any other Material purchased by ACCESS 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 ACCESS's operations. All Product shall be delivered F.O.B. the Facility and in accordance with MXXXXX HOLDING’s WYETH's instructions. Title, possession and risk of loss shall pass to MXXXXX HOLDING WYETH upon delivery of Product to MXXXXX HOLDING’s WYETH's designated carrier at the Facility’s 's loading dock. The provisions of this Agreement shall prevail over any inconsistent statement or provisions contained in any document related to this Agreement passing between the parties hereto including, but not limited to, any purchase order, acknowledgment, confirmation or notice. 2.4.2 Based on the yearly Forecast provided by MXXXXX HOLDING to ULURU according to Article 2.3 the following minimum order quantities will apply:

Appears in 1 contract

Samples: License and Supply Agreement (Access Pharmaceuticals Inc)

Orders and Delivery. 2.4.1 MXXXXX HOLDING ORADISC shall place its firm orders for the Product with ULURU by submitting a purchase order, at least ninety (90) days prior to the delivery date requested therein, which sets forth (a) the quantity of the Product ordered for delivery; and (b) the delivery date for that order. Any such purchase order which is in accordance with the terms and conditions of this Agreement shall be deemed to be accepted by ULURU. For all other purchase orders placed by MXXXXX HOLDINGORADISC, unless ULURU notifies MXXXXX HOLDING ORADISC in writing within seven (7) days of receipt of a purchase order that it is unable to deliver the Product in accordance with such purchase order, ULURU shall be deemed to have accepted such purchase order as a binding order. If ULURU notifies MXXXXX HOLDING ORADISC that it is unable to fill a purchase order that is not in accordance with the terms and conditions of this Agreement, it shall indicate the portion of such purchase order ULURU cannot supply by the requested delivery date and specify alternate delivery dates; provided that in the event that MXXXXX HOLDING ORADISC delivers a purchase order less than ninety (90) days prior to the requested delivery date, ULURU shall use commercially reasonable efforts to meet such requested delivery date despite the shortened lead time, and ULURU will not be in breach of its obligations hereunder if, despite such commercially reasonable efforts, ULURU is not able to meet such requested delivery date with respect to such order. All Product shall be delivered F.O.B. the Facility and in accordance with MXXXXX HOLDINGORADISC’s instructions. Title, possession and risk of loss shall pass to MXXXXX HOLDING ORADISC upon delivery of Product to MXXXXX HOLDINGORADISC’s designated carrier at the Facility’s loading dock. The provisions of this Agreement shall prevail over any inconsistent statement or provisions contained in any document related to this Agreement passing between the parties hereto including, but not limited to, any purchase order, acknowledgment, confirmation or notice. 2.4.2 Based on the yearly Forecast provided by MXXXXX HOLDING to ULURU according to Article 2.3 the following minimum order quantities will apply:

Appears in 1 contract

Samples: License and Supply Agreement (Uluru Inc.)

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Orders and Delivery. 2.4.1 MXXXXX HOLDING 2.4.1. ALTRAZEAL shall place its firm orders for the Product with ULURU by submitting a purchase order, at least ninety (90) days prior to the delivery date requested therein, which sets forth (a) the quantity of the Product ordered for delivery; and (b) the delivery date for that order. Any such purchase order which is in accordance with the terms and conditions of this Agreement shall be deemed to be accepted by ULURU. For all other purchase orders placed by MXXXXX HOLDINGALTRAZEAL, unless ULURU notifies MXXXXX HOLDING ALTRAZEAL in writing within seven (7) days of receipt of a purchase order that it is unable to deliver the Product in accordance with such purchase order, ULURU shall be deemed to have accepted such purchase order as a binding order. If ULURU notifies MXXXXX HOLDING ALTRAZEAL that it is unable to fill a purchase order that is not in accordance with the terms and conditions of this Agreement, it shall indicate the portion of such purchase order ULURU cannot supply by the requested delivery date and specify alternate delivery dates; provided that in the event that MXXXXX HOLDING ALTRAZEAL delivers a purchase order less than ninety (90) days prior to the requested delivery date, ULURU shall use commercially reasonable efforts to meet such requested delivery date despite the shortened lead time, and ULURU will not be in breach of its obligations hereunder if, despite such commercially reasonable efforts, ULURU is not able to meet such requested delivery date with respect to such order. All Product shall be delivered F.O.B. the Facility and in accordance with MXXXXX HOLDINGALTRAZEAL’s instructions. Title, possession and risk of loss shall pass to MXXXXX HOLDING ALTRAZEAL upon delivery of Product to MXXXXX HOLDINGALTRAZEAL’s designated carrier at the Facility’s 's loading dock. The provisions of this Agreement shall prevail over any inconsistent statement or provisions contained in any document related to this Agreement passing between the parties hereto including, but not limited to, any purchase order, acknowledgment, confirmation or notice. 2.4.2 2.4.2. Based on the yearly Forecast provided by MXXXXX HOLDING ALTRAZEAL to ULURU according to Article 2.3 the following minimum order quantities will apply:

Appears in 1 contract

Samples: Exclusive License and Supply Agreement (Uluru Inc.)

Orders and Delivery. 2.4.1 MXXXXX HOLDING Prior to the transfer of Manufacturing, DEXO shall place its firm orders orders, either by writing or electronic means (fax or email) for the Product with ULURU by submitting a purchase order, at least ninety (90) days prior to the delivery date requested therein, which sets forth (a) the quantity of the Product ordered for delivery; and (b) the delivery date for that order. Any such purchase order which is in accordance with the terms and conditions of this Agreement shall be deemed to be accepted by ULURU. For all other purchase orders placed by MXXXXX HOLDINGDEXO, unless ULURU notifies MXXXXX HOLDING DEXO in writing within seven fifteen (715) days of receipt of a purchase order that it is unable to deliver the Product in accordance with such purchase order, ULURU shall be deemed to have accepted such purchase order as a binding order. If ULURU notifies MXXXXX HOLDING DEXO that it or its Contract Manufacturer is unable to fill a purchase order that is not in accordance with the terms and conditions of this Agreement, it shall indicate the portion of such purchase order ULURU cannot supply by the requested delivery date and specify alternate delivery dates; provided that in the event that MXXXXX HOLDING DEXO delivers a purchase order less than ninety (90) days prior to the requested delivery date, ULURU shall use commercially reasonable efforts to meet such requested delivery date despite the shortened lead time, and ULURU will not be in breach of its obligations hereunder if, despite such commercially reasonable efforts, ULURU is not able to meet such requested delivery date with respect to such order. DEXO 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 for which Manufacturing has not been completed pursuant to such purchase order at the time that notice of cancellation or modification is received by ULURU; provided that if Manufacturing has commenced but not completed pursuant to such firm purchase order, DEXO shall reimburse ULURU 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 ULURU; and provided, further, that DEXO shall reimburse ULURU for the actual, reasonable out-of-pocket cost of any other Material purchased by ULURU 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 ULURU’s or its Manufacturer’s operations. All Product shall be delivered F.O.B. Ex Works, the Facility and in accordance with MXXXXX HOLDINGDEXO’s instructions. Title, possession and risk of loss shall pass to MXXXXX HOLDING DEXO upon delivery of Product to MXXXXX HOLDINGDEXO’s designated carrier at the Facility’s loading dock. The provisions of this Agreement shall prevail over any inconsistent statement or provisions contained in any document related to this Agreement passing between the parties hereto including, but not limited to, any purchase order, acknowledgment, confirmation or notice. DEXO reserve the right to split a manufacturing batch into different packaging in line with its regulatory requirements within the territory. 2.4.2 Based on the yearly Forecast provided by MXXXXX HOLDING to ULURU according to Article 2.3 the following minimum order quantities will apply:

Appears in 1 contract

Samples: License and Supply Agreement (Uluru Inc.)

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