Orders and Supply Sample Clauses

Orders and Supply. During the term of this Agreement, subject to the other terms and conditions of, this Agreement, NetApp shall supply OEM Products ordered by Dell pursuant to the order and purchase terms and conditions specified in Attachment A-1.
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Orders and Supply. Mannatech shall pay for the Raw Materials FOB the raw material supplier and shall pay Lactoferrin 30 days net. If Mannatech is current on all payments due under this Agreement, Lactoferrin will accept purchase orders from Mannatech for Raw Material.
Orders and Supply. During the term of this Agreement Baxter shall make available to Kamada, yearly quantity of Products according to the table in Exhibit B (the "Basic Amount"). Upon agreement with Kamada Baxter may adjust the “Basic Amount” in Exhibit B annually by end of September. [*****] Confidential portions of this document have been redacted and filed separately with the Securities and Exchange Commission. Kamada shall provide Baxter in writing, on a [*****] basis, a non-binding forecast of Kamada’s expected requirements for delivery of Products (including then current packaging requirements), for each month in the following [*****] period (the "Forecast"). Kamada shall deliver binding purchase orders from time to time by written or electronic purchase orders (or by any other means agreed to by the parties) to Baxter, at least [*****] to the desired date of delivery (the "Binding Forecast"). Baxter shall either: (i) acknowledge and accept or (ii) reject any purchase order in writing within [*****] of receipt, provided that Baxter shall not reject any purchase order below the agreed monthly amount of [*****] of the Basic Amount as described in Exhibit B. If this minimum amount cannot be reached due to foreseeable reasons such as shutdowns, maintenance or supply reasons, Baxter will inform Kamada about not meeting a specific order quantity as soon as the information is available and shall make its best efforts to provide Kamada with the shortage, as soon as possible. All Products ordered by Kamada under this Agreement shall be delivered on or, subject to prior coordination between the parties, before the delivery date set forth in the applicable purchase order. If Baxter does not provide an acknowledgement to Kamada within [*****] of its receipt of a purchase order, and the aggregate quantities set forth in the purchase orders for delivery in the applicable month do not exceed, in the aggregate, the Basic Amount (unless Baxter has otherwise affirmatively agreed in writing to meet the excess quantities ordered), Baxter shall be deemed to have accepted each purchase order from Kamada.
Orders and Supply. 11.1 The Distributor shall order the Products in writing from CLS. No order is binding until CLS has confirmed an order. CLS will state the estimated delivery time in such confirmation. Notwithstanding the provisions in the Distributor’s order, each contract of sale shall be subject to the terms and conditions contained in this Agreement. 11.2 The Distributor acknowledges that CLS’s delivery capacity varies depending on, inter alia, the general market conditions, other orders received and CLS’ suppliers’ delivery capacity. As soon CLS has reason to assume that a delay in the agreed delivery could occur, CLS shall notify the Distributor thereof, and shall in such case be entitled to reasonable prolongation of the delivery date of up to three (3) months. Notwithstanding the foregoing, CLS shall however always endeavour to maintain a delivery capacity that enables CLS to deliver the Products in accordance with accepted orders. 11.3 To the extent that material delays in CLS’s delivery capacity as set forth in Section 11.2result in Distributor’s inability to meet either of the Minimum Purchase Targets set forth in Section 8.3 for a specific year, CLS shall not have the right to either modify or terminate the Agreement as otherwise set forth in Section 8.4 for the year in question.
Orders and Supply. (a) Until such time as Novartis has assumed responsibility for the manufacture of d-MPH IR and the active substance for d-MPH PR pursuant to Section 2.2 hereof, Novartis or its contract manufacturer may order specific quantities of the d-MPH Products (in the form and supply as described in Section 4.5) by transmitting a firm purchase order pursuant to Section 4.4(b) to Celgene to the location set forth in Section 14.4 hereof or such other location as Celgene may hereafter designate in writing. The purchase order shall be binding on Celgene unless rejected in writing by Celgene pursuant to the terms of this Agreement within ten days after receipt thereof. Celgene agrees that it will inform Novartis of its rejection of any order and the basis for such rejection no later than 10 days after Celgene's receipt thereof. (b) Novartis shall deliver to Celgene, (i) at least 180 days prior to the anticipated date of First Commercial Sale of the d-MPH Product (the "Launch Date"), a good faith forecast of the quantity of d-MPH Product that Novartis anticipates ordering from Celgene (in the form and supply as described in Section 4.5) for the period ending one full calendar quarter after the Launch Date, and (ii) at least one full calendar quarter prior to the Launch Date, a firm purchase order for the d-MPH Product for the first calendar quarter after the Launch Date and a good faith forecast of its quantity requirements for the three successive calendar quarters thereafter. Thereafter, Novartis shall deliver to Celgene, at least 90 days before any calendar quarter, Novartis' firm order for the d-MPH Product for such calendar quarter and a forecast of Novartis' quantity requirements for the d-MPH Product (in the form and supply as described in Section 4.5) for the following three calendar quarters. All of such forecasted and firm ordered quantities are subject to agreement by Celgene, which agreement shall not be unreasonably withheld or delayed. (c) The total amount of d-MPH Product ordered by Novartis in any calendar quarter may not be less than 75% of Novartis' most recent forecasted quantity for such calendar quarter. Additionally, Celgene's obligation to supply d-MPH Product to Novartis will not extend to more than 125% of Novartis' most recent forecasted quantity for such calendar quarter. If Novartis' ordered quantity exceeds 125% of Novartis' most recent forecast for such quarter, Celgene will in good faith attempt to fill the order, but is under no obligation ...
Orders and Supply. Section 6.1 For planning purposes of RESprotect, SciClone shall as soon as commercially practicable from the effective date of this Agreement, provide RESprotect with an inspection plan for the Clinical Trials. SciClone shall place with RESprotect the orders for the quantity of Licensed Products required for the Clinical Trials. Each order shall become binding as soon as RESprotect has confirmed the order in written form. Any confirmation, rejection or modified order proposal shall be provided to SciClone within fifteen (15) days of receipt of the order by RESprotect. RESprotect agrees to commence the manufacture of a confirmed order immediately upon confirmation of the order. Section 6.2 The delivery period for the Licensed Product for Clinical Trials shall not exceed [****] as from the beginning of the manufacture of the Licensed Product.
Orders and Supply. 5.1 Gavins may issue quotes to the Customer from time to time. Subject to clause 5.1, the pricing and or rates set out in a quote shall be valid for the period specified in the quote, or if no period is specified, 30 days from the date of the quote. Gavins may withdraw any quote before it is accepted by advising the Customer. Any pricing issued by Gavins shall be an estimate, unless it expressly states that it is a quote. A quote shall comprise a fixed pricing for the Goods and/or Services described therein. 5.2 Gavins may provide estimates to the Customer from time to time. Estimates are not binding on Gavins. 5.3 The Customer is solely responsible for the accuracy of plans, specifications and information supplied by (or on behalf of) the Customer upon which a quote, estimate or Order is based. 5.4 The Customer may place an Order via phone or email. The Customer shall ensure that any person placing an Order with Gavins is properly authorised prior to such Order being placed. Gavins shall have no obligation to enquire as to whether a person placing an Order is properly authorised. 5.5 No orders shall be binding on Gavins until accepted by Gavins. Gavins may accept Orders (in whole or in part) in Gavins’ sole discretion. If an Order is not accepted, Gavins shall notify the Customer. 5.6 Each Order accepted by Gavins is deemed to incorporate and be subject to these Terms and shall constitute a separate contract for the supply of the Goods and/or Services between the Customer and the member of the Gavins Group that has accepted the Order. 5.7 On receipt of an Order, Gavins will use reasonable endeavours to source and supply all Goods and/or Services within a reasonable time, but does not guarantee supply. 5.8 Once an Order is received by Gavins, it cannot be cancelled by the Customer, whether accepted by Gavins or not, unless Gavins provides its prior written consent. 5.9 Gavins may cancel all or part of an accepted Order, if any Goods are out of stock or unavailable for any reason, and Gavins is unable to source the Goods, within a reasonable time. Gavins shall refund any amount paid by the Customer in respect of the cancelled part of the Order.
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Orders and Supply. 7.3.1 The Supplier agrees to supply such quantities of the Products as the Distributor may reasonably require for resale in accordance with this Agreement. 7.3.2 The Supplier shall use reasonable endeavours to supply the Products in accordance with the Distributor’s orders to the extent that such orders do not exceed the forecast provided under Clause 7.3.3 for each type of the Products, but supplies will be made subject to availability. 7.3.3 Immediately after the Date of Approval in the First Year and in each subsequent Year not later than on the first day of each Year, the Distributor shall inform the Supplier in writing of its forecast of the number of each type of the Products which it expects to purchase from the Supplier for delivery during that Year; provided that the Distributor’s yearly forecast may be adjusted by the Distributor 6 months after the first day of the Year concerned by notifying to the Supplier. 7.3.4 Orders by the Distributor for the Products shall be made by post or fax or e-mail to the Supplier specifying the quantity and type of Products required. 7.3.5 The Supplier shall acknowledge by post or fax or e-mail all orders made by the Distributor. No order will be binding upon the Supplier until acknowledged. 7.3.6 The Supplier shall use all reasonable endeavours to deliver any standard (non- custom made) Products as usually carried in the Supplier’s inventory within 4 weeks of the acknowledgement of the Distributor’s order in accordance with Clause 7.3.5 but time of delivery shall not be of the essence and shall not be made so by the service of any notice. 7.3.7 Each order for the Products shall constitute a separate contract and any default by the Supplier in relation to any one order shall not entitle the Distributor to treat this Agreement as terminated. 7.3.8 The Distributor may cancel, reschedule or otherwise modify any orders for Products only with a written consent of the Supplier. 7.3.9 If the Supplier (whether or not by reason of Force Majeure) is temporarily unable to supply a Product in the quantities reasonably required by the Distributor: (a) the Supplier will promptly inform the Distributor and together they shall discuss what action to take, having regard to the reason for the inability to supply and the Product involved; and (b) the Supplier will use its reasonable endeavours to remedy its inability to supply. 7.3.10 The Supplier shall be entitled (on giving 24 hours’ notice) to withhold supplies of some or all of t...
Orders and Supply 

Related to Orders and Supply

  • Manufacturing and Supply (a) Depomed shall supply Product for use in conducting Depomed’s development activities for Product in the Field and in the Territory as set forth in Exhibit D. (b) During the four-year period beginning on the Effective Date (the “Supply Period”), Depomed shall supply and package (or have supplied and packaged) Product pursuant to this Section 4.8. Depomed will use commercially reasonable efforts to enter into a long-term Product supply agreement with [***] days after the Effective Date (the “Depomed Supply Agreement”) that will be freely assignable to Solvay or its Affiliates, successors or assigns at any time. In addition, Depomed and Solvay will negotiate and enter into a Product supply agreement with business terms substantially similar to the Depomed Supply Agreement concurrently with the execution and delivery by Depomed and [***] of the Depomed Supply Agreement (the “Solvay Supply Agreement”, and, together with the Depomed Supply Agreement, the “Supply Agreements”). The Supply Agreements will, together, contain the following provisions (among others mutually agreeable to the Parties): (i) Under the Solvay Supply Agreement, Depomed will agree to supply Solvay with its requirements of finished, packaged Product during the Supply Period; (ii) All manufacturing and records will be performed and maintained in accordance with specifications, cGMP and Applicable Law; (iii) Depomed will provide reasonable assistance to Solvay in the event Solvay wishes to qualify a backup Product manufacturer; (iv) Depomed shall [***]; (v) Solvay will pay Depomed the following amounts in connection with all activities performed by or on behalf of Depomed associated with Product manufacture and supply (other than activities specified on Exhibit D) (A) [***]% of Depomed’s out-of-pocket costs incurred in connection with such manufacture and supply of Product to Solvay, and (B) a labor charge equal to the FTE Charges for all Depomed employees allocated to the manufacture and supply of Product to Solvay, not to exceed FTE Charges for an aggregate of [***] during any given calendar quarter (and Depomed shall provide to Solvay periodic reports detailing the FTE Charges for which Solvay must pay Depomed hereunder);

  • Customers and Suppliers (a) Neither the Company nor any Subsidiary has any outstanding material disputes concerning its products and/or services with any customer or distributor who, in the year ended September 30, 2009 or the six (6) months ended March 31, 2010, was one of the ten (10) largest sources of revenues for the Company and its Subsidiaries, based on amounts paid or payable (each, a “Significant Customer”), and the Company has not received any written notice of any material dissatisfaction on the part of any Significant Customer. Each Significant Customer is listed in Schedule 2.22(a) of the Company Disclosure Letter. Neither the Company nor any of its Subsidiaries has received any information from any Significant Customer that such Significant Customer will not continue as a customer of the Company as wholly-owned by the Acquiror or such Subsidiary, after the Closing or that such Significant Customer intends to terminate or materially modify existing Contracts with the Company as wholly-owned by the Acquiror or such Subsidiary. The Company has not had any of its products returned by a purchaser thereof except for normal warranty returns consistent with past history and those returns that would not have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole. (b) All Company Products sold, licensed, leased or delivered by the Company or any Subsidiary to customers and all services provided by or through the Company or any Subsidiary to customers on or prior to the Closing Date conform in all material respects to applicable contractual commitments, express and implied warranties (to the extent not subject to legally effective express exclusions thereof), and conform in all material respects to packaging, advertising and marketing materials and to applicable product or service specifications or documentation. Neither the Company nor any Subsidiary has any Liability (and, to the knowledge of the Company, there is no legitimate basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against the Company or any Subsidiary giving rise to any material Liability relating to the foregoing Contracts) for replacement or repair thereof or other damages in connection therewith in excess of any reserves therefor reflected on the Company Balance Sheet. (c) Neither the Company nor any Subsidiary has any outstanding material dispute concerning products and/or services provided by any supplier who, in the year ended September 30, 2009 or the six (6) months ended March 31, 2010, was one of the ten (10) largest suppliers of products and/or services to the Company and its Subsidiaries, based on amounts paid or payable (each, a “Significant Supplier”), and the Company has no knowledge of any material dissatisfaction on the part of any Significant Supplier. Each Significant Supplier is listed in Schedule 2.22(c) of the Company Disclosure Letter. Other than as set forth in Schedule 2.22(c) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries has received any information that any such Significant Supplier will not continue as a supplier to the Company as wholly-owned by the Acquiror or such Subsidiary after the Closing or that such Significant Supplier intends to terminate or materially modify existing Contracts with the Company as wholly-owned by the Acquiror or such Subsidiary. The Company and its Subsidiaries have access, on commercially reasonable terms, to all products and services reasonably necessary to carry on their respective businesses, and the Company has no knowledge of any reason why they will not continue to have such access on commercially reasonable terms.

  • Subproviders and Suppliers List Pursuant to requirements of 43 Texas Administrative Code §9.350 et seq., the Engineer must provide the State a list (Exhibit H-5/DBE or Exhibit H-6/HUB) of all Subproviders and suppliers that submitted quotes or proposals for subcontracts. This list shall include subproviders and suppliers names, addresses, telephone numbers, and type of work desired.

  • Forecasts and Purchase Orders (a) Following Regulatory Approval of one of the Initial Products during the term of this Agreement, Reliant shall provide to ASL no later than the first day of the first month of each calendar quarter a non-binding good faith estimate (“Quarterly Forecast”) by quarter of Reliant’s requirements for the Active Ingredient for the calendar quarter and the succeeding three (3) calendar quarters. Reliant will be obligated to purchase 75% of the quantities of API forecasted for the first two (2) succeeding calendar quarters of each Quarterly Forecast. Within (30) days of Regulatory Approval, Reliant shall provide an initial forecast (“Initial Forecast”) for the four calendar quarters following Regulatory Approval. (b) Reliant shall place binding purchase orders for Active Ingredient by written or electronic purchase order (or by any other means agreed to by the parties) to ASL, which shall be placed at least ninety (90) days prior to desired date of delivery. (c) ASL shall be obligated to supply Active Ingredient as ordered by Reliant. To the extent purchase orders in any calendar month exceed One Hundred Fifty percent (150%) of the Quarterly Forecast for the relevant quarter, ASL shall use its best efforts to supply 125% of the quantity ordered. (d) ASL shall maintain minimum inventory levels equal to the binding portion of the then current Quarterly Forecast. The Active Ingredient shall be shipped C.I.F. Duty Unpaid to a Designated Facility or other location agreed by the parties. Active Ingredient shall be shipped upon completion of production in temperature-controlled vehicles in accordance with the specifications including light protecting containers and the Quality Agreement in order to maintain the quality of the Active Ingredient. Carriers selected by ASL must be commercially reputable, able to track shipments and fully insured with adequate coverage to replace the value of the goods shipped. Title and risk of loss pass on delivery to the Designated Facility. (e) All shipments of Active Ingredient shall be accompanied by a packing slip and a certificate of analysis which describes the Active Ingredient, states the purchase order number, confirms that the Active Ingredient conforms in all ways with the Specifications, the Process Description and was manufactured in accordance with GMP and all other requirements of the Act. To the extent of any conflict or inconsistency between this Agreement and any purchase order, purchase order release, confirmation, acceptance or any similar document, the terms of this Agreement shall govern. (f) Reliant shall notify ASL of any short-shipment claims within thirty (30) days of receipt of a shipment of Active Ingredient. (g) ASL shall not be obligated to accept any returns of Active Ingredient other than as a result of such Active Ingredient failing to meet the Specifications in accordance with Section 2.9(a), was not manufactured in accordance with GMP, or does not otherwise comply with the manufacturing, storage and/or transportation requirements of the Act.

  • PURCHASE ORDERS AND INVOICING All invoices shall at a minimum, include the items listed below and any additional information identified in the Authorized User RFQ and resulting Authorized User Agreement:  Contract Number;  Contractor/Reseller Name;  NYS Vendor ID;  Manufacturer Part Number (SKU);  Product Name;  Product Description;  Quantity;  NYS Net Price for each Product;  Specific designation of special price(s) which may be better than the NYS Net Contract Price; and  Invoice Total.

  • Equipment and Supplies Independent Contractor, at Independent Contractor's sole expense, shall provide all equipment, tools and supplies necessary to perform the Service.

  • SUBCONTRACTORS AND SUPPLIERS The Commissioner reserves the right to reject any proposed Subcontractor or supplier for bona fide business reasons, including, but not limited to: the company failed to solicit New York State certified minority- and women-owned business enterprises as required in prior OGS Contracts; the fact that such Subcontractor or supplier is on the New York State Department of Labor’s list of companies with which New York State cannot do business; the Commissioner’s determination that the company is not qualified or is not responsible; or the fact that the company has previously provided unsatisfactory work or services.

  • Contact with Customers and Suppliers Until the Closing Date, the Buyer shall not, and shall cause its Affiliates and direct its other Representatives not to, contact or communicate with the employees, customers, suppliers, distributors or licensors of the Acquired Entities, or any other Persons having a business relationship with the Acquired Entities, concerning the transactions contemplated hereby or any of the foregoing relationships without the prior written consent of the Seller.

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

  • Significant Customers and Suppliers No customer or supplier which was significant to the Company during the period covered by the Financial Statements or which has been significant to the Company thereafter, has terminated or breached, materially reduced or threatened to terminate, breach or materially reduce its purchases from or provision of products or services to the Company, as the case may be.

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