Common use of Packaging and Shipping Clause in Contracts

Packaging and Shipping. LONZA will package and label Products for shipment in suitable containers in accordance with the Specifications therefor set forth in the applicable Statement of Work, the Master Production Record, LONZA’s standard practices, and Applicable Laws. Each such container will be individually labeled with description of its contents, including any product name, Batch number, order number, quantity, and date of manufacture, and any other information as may be required in order to trace the history of each Batch. LONZA shall arrange for the delivery of Products at the scheduled delivery time to the location stated on the Binding Purchase Order (if one is so stated in the Binding Purchase Order) or such other location as CLIENT may designate in writing prior to the scheduled delivery time (including without limitation any Third Party location designated by CLIENT) and in a manner consistent with good commercial practices, validated shipping procedures that comply with Applicable Laws (including, without limitation, shipment in approved containers), labeled storage conditions (including during shipment) and any shipping Specifications set forth in the applicable Statement of Work. LONZA will arrange shipment of Products to CLIENT’s (or CLIENT’s designee’s) facility EX-Works (Incoterms 2010) from the applicable Facility via a common carrier designated by CLIENT to LONZA in writing not less than ten (10) days prior to the applicable delivery date unless otherwise agreed to in a Statement of Work (or, if CLIENT does not designate a carrier, by carrier selected by LONZA). Notwithstanding that Products are shipped Ex Works (Incoterms 2010), LONZA agrees, at CLIENT’s expense, to obtain export licenses and other official authorizations, and to carry out customs formalities, necessary for the export of Products, and to reasonably cooperate as CLIENT or its designee may request, at CLIENT or its designee’s expense, to obtain import licenses and other official authorizations, and to carry out customs formalities, necessary for the import of Products and for their transport through any country to the applicable destination. Unless otherwise instructed by CLIENT, LONZA shall arrange for appropriate insurance coverage for all shipments of Products, as applicable. CLIENT will provide to LONZA CLIENT’s account number with the selected carrier, and will pay for all shipping costs in connection with each shipment of Product. Each shipment will be accompanied by the documentation listed in the Statement of Work, including without limitation, a certificate of analysis describing all current requirements of the Specifications and results of tests performed certifying that the Batch of Product supplied have been manufactured, controlled and released according to the Specifications therefor and Applicable Laws. Except for permitted delays by LONZA under Section 4.6 and subject to Section 4.7.3(a), LONZA shall deliver each shipment of Products to CLIENT on the requested delivery date for such shipment. LONZA will promptly notify CLIENT if LONZA reasonably believes that it will be unable to meet a delivery date. CLIENT shall be required to take delivery of a Batch of Product within thirty (30) days after acceptance of such Batch in accordance with Section 6.3 or such other delivery time as may be specified in the applicable Purchase Order or as may be otherwise agreed by the Parties in writing, subject to applicable storages fees at then-current rates (the “Delivery Period”). With respect to clinical trial supplies, LONZA agrees to use reasonable efforts to hold such deliveries and coordinate for delivery to CLIENT’s distributor, or to clinical sites, as CLIENT may from time to time reasonably request. For the avoidance of doubt, except as otherwise set forth in Sections 3.3.1 and 6.6, CLIENT shall not be obligated to pay for quantities of Product that only are not actually released.

Packaging and Shipping. LONZA will package Seller shall deliver the Equipment DDP Site pursuant to Incoterms 2020. Seller shall select the carrier and label Products for bear all costs of packaging, transportation, insurance, special handling and any other costs associated with shipment and delivery, including any applicable import or export duties. The Equipment shall be shipped in suitable appropriate packing containers corresponding to the nature of each particular type of Equipment and in accordance with the Specifications therefor any instructions set forth in the applicable Statement Specifications. Seller shall ensure that such packing protects the Equipment from damage and corrosion during its transportation by sea, air, and land, taking into account Seller’s mode of Workshipment. Prior to packing by Seller, Seller shall ensure that the Master Production Record, LONZAEquipment undergoes such preservation measures as are necessary to protect the Equipment during shipment. NorthWestern agrees that it shall take such measures as are required by Seller’s standard practices, and Applicable Laws. Each such container will be individually labeled with description instructions provided to NorthWestern to ensure the continued preservation of its contents, including any product name, Batch number, order number, quantity, and date of manufacture, and any other information as may be required in order to trace the history of each Batch. LONZA shall arrange for the delivery of Products Equipment upon arrival at the scheduled delivery time Site. Seller shall mark each sea container, box, crate, or separately shipped item in accordance with Seller’s standard practice. If Seller utilizes returnable containers to ship the location stated Equipment, Seller shall be responsible for all costs associated with the return shipment of such returnable containers. If Seller utilizes non-returnable containers to ship the Equipment, then, at the NorthWestern’s option, NorthWestern may (i) retain such non-returnable containers without any further payment to Seller or (ii) require Seller, at Seller’s cost, to remove and dispose of such non-returnable containers. Prior to shipment, Seller shall verify that all of the Equipment listed on the Binding Purchase Order (if one bill of lading is so stated in the Binding Purchase Order) or such other location as CLIENT may designate in writing prior to the scheduled delivery time (including without limitation any Third Party location designated by CLIENT) and in a manner consistent with good commercial practices, validated shipping procedures that comply with Applicable Laws (including, without limitation, shipment in approved containers), labeled storage conditions (including during shipment) and any shipping Specifications set forth actually in the applicable Statement of Work. LONZA will arrange shipment of Products to CLIENT’s (or CLIENT’s designee’s) facility EX-Works (Incoterms 2010) from the applicable Facility via a common carrier designated by CLIENT to LONZA in writing not less than ten (10) days prior to the applicable delivery date unless otherwise agreed to in a Statement of Work (orsea container, if CLIENT does not designate a carrier, by carrier selected by LONZA). Notwithstanding that Products are shipped Ex Works (Incoterms 2010), LONZA agrees, at CLIENT’s expense, to obtain export licenses and other official authorizations, and to carry out customs formalities, necessary for the export of Products, and to reasonably cooperate as CLIENT or its designee may request, at CLIENT or its designee’s expense, to obtain import licenses and other official authorizations, and to carry out customs formalities, necessary for the import of Products and for their transport through any country to the applicable destination. Unless otherwise instructed by CLIENT, LONZA shall arrange for appropriate insurance coverage for all shipments of Products, as applicable. CLIENT will provide to LONZA CLIENT’s account number with the selected carrier, and will pay for all shipping costs in connection with each shipment of Product. Each shipment will be accompanied by the documentation listed in the Statement of Work, including without limitation, a certificate of analysis describing all current requirements of the Specifications and results of tests performed certifying that the Batch of Product supplied have been manufactured, controlled and released according to the Specifications therefor and Applicable Laws. Except for permitted delays by LONZA under Section 4.6 and subject to Section 4.7.3(a), LONZA shall deliver each shipment of Products to CLIENT on the requested delivery date for such shipment. LONZA will promptly notify CLIENT if LONZA reasonably believes that it will be unable to meet a delivery date. CLIENT shall be required to take delivery of a Batch of Product within thirty (30) days after acceptance of such Batch in accordance with Section 6.3 or such other delivery time as may be specified in the applicable Purchase Order or as may be otherwise agreed by the Parties in writing, subject to applicable storages fees at then-current rates (the “Delivery Period”). With respect to clinical trial supplies, LONZA agrees to use reasonable efforts to hold such deliveries and coordinate for delivery to CLIENT’s distributorbox, or to clinical sites, as CLIENT may from time to time reasonably request. For the avoidance of doubt, except as otherwise set forth in Sections 3.3.1 and 6.6, CLIENT shall not be obligated to pay for quantities of Product that only are not actually releasedcrate.

Packaging and Shipping. LONZA will shall package and label Products the Product for shipment in suitable containers in accordance with the Specifications therefor set forth in the applicable Statement of Work, the Master Production Record, Project Documentation and LONZA’s standard practices, and Applicable Laws. Each such container will be individually labeled with description of its contents, including any product name, Batch number, order number, quantity, and date of manufacture, and any other information as may be required practices in order to trace the history of each Batch. LONZA shall arrange for the delivery of Products effect at the scheduled delivery time to of LONZA’s performance of the location stated on the Binding Purchase Order (if one is so stated in the Binding Purchase Order) or such other location as CLIENT may designate in writing prior to the scheduled delivery time (including without limitation any Third Party location designated by CLIENT) and in a manner consistent with good commercial practices, validated shipping procedures that comply with Applicable Laws (including, without limitation, shipment in approved containers), labeled storage conditions (including during shipment) and any shipping Specifications set forth in the applicable relevant Statement of Work. LONZA will arrange shipment shall not be entitled to deliver partial shipments of Products the Product unless expressly authorized by CLIENT in writing to CLIENT’s (or CLIENT’s designee’s) facility EX-do so. LONZA shall ship the Product Ex Works (Incoterms 2010INCOTERMS® 2020) from the applicable LONZA Facility via through (i) a common carrier designated by CLIENT to LONZA LONZA, or (ii) a carrier recognized and accepted by CLIENT according to LONZA’s recommendation, in each case in writing not less than ten (10) [***] days prior to the applicable delivery date unless otherwise agreed to in a Statement of Work Work. LONZA shall (ori) arrange for shipping and insurance, if CLIENT does not designate a carrier, by carrier selected by LONZA). Notwithstanding that Products are shipped Ex Works and (Incoterms 2010), ii) at LONZA agrees, at CLIENT’s risk and expense, to obtain any export licenses and license or other official authorizations, authorization and to carry out all customs formalities, formalities necessary for to export the export of Products, and to reasonably cooperate as CLIENT or its designee may request, at CLIENT or its designee’s expense, to obtain import licenses and other official authorizations, and to carry out customs formalities, necessary for the import of Products and for their transport through any country to the applicable destination. Unless otherwise instructed by CLIENT, LONZA shall arrange for appropriate insurance coverage for all shipments of Products, as applicableProduct. CLIENT will shall provide to LONZA CLIENT’s its account number with the selected carrier, carrier (if applicable) and will shall pay for all the shipping costs after the delivery of the Product to the carrier in connection with each shipment of Product. Each shipment will shall be accompanied by the documentation listed in the Statement of Work or required by Ex Works (INCOTERMS® 2020). Risk and title in the Product shall pass to CLIENT upon delivery to the carrier. LONZA will, subject to the production schedule in the applicable Statement of Work, including without limitation, a certificate of analysis describing all current requirements of the Specifications and results of tests performed certifying that the Batch unless it is unable to do so due to one or more Batches of Product supplied have been manufactured, controlled and released according to not complying with the Specifications therefor and Applicable Laws. Except Product Warranties (provided that each such non-compliance shall constitute one occasion for permitted delays by LONZA the purpose of determining whether there is a Supply Failure under Section 4.6 and subject to Section 4.7.3(a4.5), LONZA shall exercise commercially reasonable efforts to deliver each shipment of Products Product to CLIENT on the requested delivery date for such shipment. LONZA will shall promptly notify CLIENT CLIENT, but in any case no later than [***] days before the delivery date, if LONZA reasonably believes that it will be unable to meet a delivery date. In such case, any such delay to the delivery dates, whether or not accepted by CLIENT, is without prejudice to CLIENT’s rights and remedies under this Agreement and applicable laws. CLIENT shall be required to take delivery physical possession of a Batch of Product within thirty (30) [***] days after acceptance of such Batch in accordance with Section 6.3 or such other delivery time as may be specified in the applicable Purchase Order or as may be otherwise agreed by the Parties in writing, subject to applicable storages fees at then-current rates 5.2 (the “Delivery Period”). With respect , unless CLIENT requests in writing, and LONZA consents in writing, to clinical trial supplies, LONZA agrees to use reasonable efforts to hold such deliveries and coordinate for delivery to store the Product on CLIENT’s distributor, or to clinical sites, as CLIENT may from time to time reasonably request. For the avoidance of doubt, except as otherwise set forth in Sections 3.3.1 behalf and 6.6, CLIENT shall not be obligated to pay for quantities of Product that only are not actually releasedat CLIENT’s expense.

Packaging and Shipping. LONZA Device Proprietary Components shall be shipped on an Ex-Works basis from the location of final Device Proprietary Component assembly indicated in Part C of Appendix 3. Dance will package be responsible for all costs of shipment, insurance, customs, duties and label Products for shipment in suitable containers in accordance with similar charges. Dance shall obtain all necessary import permits and required documentation. Aerogen will ship best way unless other specific instructions are communicated by Dance upon placement of a Purchase Order. Dance shall have the Specifications therefor set forth in option of choosing the applicable Statement of Work, the Master Production Record, LONZA’s standard practicescommon carrier(s) that it wishes to have deliver Device Proprietary Components under this Addendum, and Applicable Lawsif Dance wishes to designate the common carrier(s), Dance shall maintain a direct-billed account with such common carrier(s) and inform Aerogen in a timely manner as to the identify of such common carrier(s). Each In the event that Dance does not inform Aerogen in a timely manner as to which common carrier to use, Aerogen may choose the common carrier(s) to use for Device Proprietary Component shipment. In the event that Aerogen chooses the common carrier, Aerogen shall prepay the shipping costs and add those shipping costs to the invoice. Aerogen reserves the right to make shipments in instalments, as it deems advisable or necessary, and all such container instalments shipped separately will be individually labeled with description separately invoiced and paid. Any partial shipments of its contents, including any product name, Batch number, order number, quantity, and date less than fifty percent (50%) of manufacture, and any other information as may be required in order to trace the history of each Batch. LONZA shall arrange for the delivery of Products at the scheduled delivery time to the location stated on the Binding release Purchase Order (if one is so stated in the Binding Purchase Order) or such other location as CLIENT may designate in writing prior to the scheduled delivery time (including without limitation any Third Party location designated by CLIENT) and in a manner consistent with good commercial practices, validated shipping procedures that comply with Applicable Laws (including, without limitation, shipment in approved containers), labeled storage conditions (including during shipment) and any shipping Specifications set forth in the applicable Statement of Work. LONZA will arrange shipment of Products to CLIENT’s (or CLIENT’s designee’s) facility EX-Works (Incoterms 2010) from the applicable Facility via a common carrier designated by CLIENT to LONZA in writing not less than ten (10) days prior to the applicable delivery date unless otherwise quantity must be agreed to in a Statement of Work (orwriting by Dance before partial shipments are made. All invoices, if CLIENT does not designate a carriercartons, by carrier selected by LONZA). Notwithstanding that Products are shipped Ex Works (Incoterms 2010), LONZA agrees, at CLIENT’s expense, to obtain export licenses packing lists and other official authorizations, and to carry out customs formalities, necessary for the export of Products, and to reasonably cooperate as CLIENT or its designee may request, at CLIENT or its designee’s expense, to obtain import licenses and other official authorizations, and to carry out customs formalities, necessary for the import of Products and for their transport through any country to the applicable destination. Unless otherwise instructed by CLIENT, LONZA shall arrange for appropriate insurance coverage for all shipments of Products, as applicable. CLIENT will provide to LONZA CLIENT’s account number with the selected carrier, and will pay for all shipping costs in connection with each shipment of Product. Each shipment will be accompanied by the documentation listed in the Statement of Work, including without limitation, a certificate of analysis describing all current requirements of the Specifications and results of tests performed certifying that the Batch of Product supplied have been manufactured, controlled and released according to the Specifications therefor and Applicable Laws. Except for permitted delays by LONZA under Section 4.6 and subject to Section 4.7.3(a), LONZA shall deliver each shipment of Products to CLIENT on the requested delivery date for such shipment. LONZA will promptly notify CLIENT if LONZA reasonably believes that it will be unable to meet a delivery date. CLIENT shall be required to take delivery of a Batch of Product within thirty (30) days after acceptance of such Batch in accordance with Section 6.3 or such other delivery time as may be specified in correspondence must specify the applicable Purchase Order or as may be otherwise agreed by number. All shipping containers for the Parties Device Proprietary Components and all packaging within said shipping containers must conform to the specifications and labelling instructions detailed in writing, subject to applicable storages fees at then-the then current rates version of Dance’s desired packaging specifications (the “Delivery PeriodPackaging Specifications”). With respect to clinical trial supplies, LONZA agrees to use reasonable efforts to hold such deliveries ) as set out in Section C of Appendix 1 and coordinate for delivery to CLIENT’s distributor, or to clinical sites, as CLIENT may varied by Dance from time to time reasonably requestin writing. For Dance may amend the avoidance of doubt, except as otherwise Packaging Specifications on the terms and subject to the conditions set forth in Sections 3.3.1 and 6.6, CLIENT shall not be obligated to pay Article 6 hereunder for quantities of Product that only are not actually releasedmodifying Device Specifications.

Packaging and Shipping. LONZA will package Except as expressly provided otherwise herein, all Products, Spare Parts and/or Technical Publications shall be prepared (cleaned, preserved, etc.) and label Products packed for shipment in suitable containers a manner acceptable to *** and/or ***’s Logistics Provider, so as to (i) comply with carrier regulation and (ii) prevent damage or deterioration during handling, shipment and storage at destination. Supplier shall pack and ship the Products in accordance with the Specifications therefor terms of this Section 4.2.3 and the instructions, procedures and requirements set forth in the applicable Statement of Work, the Master Production Record, LONZA’s standard practicesShipping Policy, and Applicable Lawsshall be solely responsible for the issuance of all necessary documents related to packing and shipping. Each *** ***’s shipping policy may be revised by *** at any time and without any prior notice to Supplier, and such container revised version will be individually labeled posted at: *** and shall be deemed incorporated into Exhibit D of this Agreement. It is Supplier’s sole responsibility to access the Shipping Policy at the aforementioned URL address periodically to verify the revision status of Exhibit D and implement any such revision. Furthermore, Supplier agrees to comply with description any and all changes to the Shipping Policy required or imposed by any applicable law or regulation. Any revision implemented as described herein shall be deemed automatically incorporated to Exhibit G as an amendment to this Agreement. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE REDACTED PORTIONS OF THIS DOCUMENT WHICH ARE MARKED AS FOLLOWS: [*], AND THE REDACTED PORTIONS HAVE BEEN FILED SEPARATELY WITH THE SEC. Failure to access these requirements through the internet does not relieve Supplier from its obligation to comply with and deliver Products that meet all contractual requirements. *** Supplier shall be responsible for the payment or reimbursement to ***, as the case may be, of its contentsany and all costs, expenses and administrative sanctions arising out of or in any way connected with Supplier’s non-compliance with any of the provisions contained in this Section 4.2 and/or in the Shipping Policy, including any product nametaxes, Batch numberfees, order numberduties, quantityimposts, and date of manufacturelevies, and any excises, surcharges or import/export charges claimed against *** by the *** customs or other information as may be required in order to trace the history of each Batch. LONZA shall arrange for the delivery of Products at the scheduled delivery time competent authorities due to the location stated on the Binding Purchase Order (if one is so stated in the Binding Purchase Order) or such other location as CLIENT may designate in writing prior to the scheduled delivery time (including without limitation any Third Party location designated by CLIENT) and in a manner consistent with good commercial practices, validated shipping procedures that comply with Applicable Laws (including, without limitation, shipment in approved containers), labeled storage conditions (including during shipment) and any shipping Specifications set forth in the applicable Statement of Work. LONZA will arrange shipment of Products to CLIENTSupplier’s (or CLIENT’s designee’s) facility EXnon-Works (Incoterms 2010) from the applicable Facility via a common carrier designated by CLIENT to LONZA in writing not less than ten (10) days prior to the applicable delivery date unless otherwise agreed to in a Statement of Work (or, if CLIENT does not designate a carrier, by carrier selected by LONZA). Notwithstanding that Products are shipped Ex Works (Incoterms 2010), LONZA agrees, at CLIENT’s expense, to obtain export licenses and other official authorizations, and to carry out customs formalities, necessary for the export of Products, and to reasonably cooperate as CLIENT or its designee may request, at CLIENT or its designee’s expense, to obtain import licenses and other official authorizations, and to carry out customs formalities, necessary for the import of Products and for their transport through any country to the applicable destination. Unless otherwise instructed by CLIENT, LONZA shall arrange for appropriate insurance coverage for all shipments of Products, as applicable. CLIENT will provide to LONZA CLIENT’s account number with the selected carrier, and will pay for all shipping costs in connection with each shipment of Product. Each shipment will be accompanied by the documentation listed in the Statement of Work, including without limitation, a certificate of analysis describing all current requirements of the Specifications and results of tests performed certifying that the Batch of Product supplied have been manufactured, controlled and released according to the Specifications therefor and Applicable Laws. Except for permitted delays by LONZA under Section 4.6 and subject to Section 4.7.3(a), LONZA shall deliver each shipment of Products to CLIENT on the requested delivery date for such shipment. LONZA will promptly notify CLIENT if LONZA reasonably believes that it will be unable to meet a delivery date. CLIENT shall be required to take delivery of a Batch of Product within thirty (30) days after acceptance of such Batch in accordance with Section 6.3 or such other delivery time as may be specified in the applicable Purchase Order or as may be otherwise agreed by the Parties in writing, subject to applicable storages fees at then-current rates (the “Delivery Period”). With respect to clinical trial supplies, LONZA agrees to use reasonable efforts to hold such deliveries and coordinate for delivery to CLIENT’s distributor, or to clinical sites, as CLIENT may from time to time reasonably request. For the avoidance of doubt, except as otherwise set forth in Sections 3.3.1 and 6.6, CLIENT shall not be obligated to pay for quantities of Product that only are not actually releasedcompliance.