Purchases and Delivery Sample Clauses

Purchases and Delivery. A. Principal’s order of Products shall be effectuated by Principal’s submission to Agent of a firm written purchase order in advance of delivery. Principal may submit to Agent forecasts of Principal’s Product needs, however, any such forecasts shall be an estimate only and not a commitment to purchase. Agent shall either confirm or reject Principal’s purchase orders within three (3) business days via the Principals LCP. Agent shall promptly update Principal with purchase, production, inspection and logistic data and documentation (e.g. Advanced Shipping Notification or Certificates of Origin), including via Principal’s LCP, as requested and deemed necessary by Principal. No such purchase order may be changed or terminated without the prior written consent of Principal.
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Purchases and Delivery. (a) Subject to paragraph (b), Ash Xxxxxxx shall sell Products to Cerus, and Cerus shall purchase from Ash Xxxxxxx Products for use or resale at Cerus’ discretion anywhere in the world (also referred to hereinafter as “Territory”). Cerus will order Products from Ash Xxxxxxx by placing purchase orders during the Term of this Supply Agreement (“Orders”). Ash Xxxxxxx shall acknowledge promptly each Cerus Order in writing and confirm delivery dates to destinations specified by Cerus. As time is of the essence in meeting Cerus’ requirements for Product, Ash Xxxxxxx shall ship Product in time to comply with Cerus’ required delivery dates as specified in the Purchase Order, provided that the earliest such date provides a lead-time of at least [ * ] to produce the Products after receipt of starting materials by Ash Xxxxxxx. Ash Xxxxxxx is required to maintain a supply of starting materials, as provided in Section 2, below. All sales of Products shall be subject to the terms and conditions of this Supply Agreement and, to the extent they specify quantities, destinations and delivery dates, to Cerus Orders. This Supply Agreement shall not be subject to the terms, conditions or provisions of any confirmation or business form of Ash Xxxxxxx or, except as provided in the immediately preceding sentence, Cerus Orders. Ash Xxxxxxx shall not be liable for failure or delay in filling Cerus Orders because of any cause such as strikes, wars and Acts of God beyond the control of and occurring without the fault of Ash Xxxxxxx; provided, however, that Ash Xxxxxxx shall notify Cerus promptly of anticipated delays and shall use all reasonable efforts to fill such Orders as soon as possible. Without limiting its other available remedies, Cerus may cancel any Order, in whole or in part, which is delayed more than [ * ]. (b) Nothing in this Supply Agreement will obligate Cerus to commence manufacture of Systems incorporating Products or continue manufacture once production has commenced. If Cerus discontinues manufacture of Systems incorporating the Products, it shall be required to purchase and pay Ash Xxxxxxx for orders that have been placed and for the fulfillment of which Ash Xxxxxxx has made substantial preparations at the agreed pricing, prorated to the extent of completion of such orders at the time of discontinuation.
Sample 1
Purchases and Delivery. IMPRA agrees to manufacture and sell the Components to Endologix, and Endologix agrees to purchase the Components for use in Implanted Devices. All Sales of Components shall be subject to the terms and conditions of this Agreement and the terms and conditions of Endologix' purchase orders. IMPRA will use commercially reasonable efforts to fill orders, but IMPRA shall not be liable for nonperformance or delays caused by a shortage of raw materials, manufacturing problems, delivery or labor problems, acts of regulatory agencies, discontinuation of a product line, Acts of God or other causes beyond its control. This Agreement does not constitute the grant of a license to Endologix.
Sample 1
Purchases and Delivery. A. Principal’s order of Products shall be effectuated by Principal’s submission to Agent of a firm written purchase order in advance of delivery. Principal may submit to Agent forecasts of Principal’s Product needs, however, any such forecasts shall be an estimate only and not a commitment to purchase. Agent shall either confirm or reject Principal’s purchase orders within three (3) business days via the Principals LCP. Agent shall promptly update Principal with purchase, production, inspection and logistic data and documentation (e.g. Advanced Shipping Notification or Certificates of Origin), including via Principal’s LCP, as requested and deemed necessary by Principal. No such purchase order may be changed or terminated without the prior written consent of Principal. B. Amended Purchase Orders. Principal shall have the right prior to delivery of the Products to make changes to the purchase order. If any such changes cause an increase or decrease in cost or delivery time, Agent shall notify Principal in writing immediately and explain the amount and basis for any such adjustment in cost or delivery time. If Principal accepts such adjustments, Principal and Agent shall execute an amendment to the purchase order to evidence such adjustments or Principal shall issue a revised purchase order.
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Purchases and Delivery. Unless otherwise agreed by the parties, all ---------------------- shipments shall be F.O.B. the Company's plant or their designated plant for shipment directly to a location as agreed with the Distributor within the Sales Territory. Source of shipments shall be in the sole discretion of the Company. In addition to the terms and conditions set forth in this Agreement, the terms and conditions of the Daisy Purchase Order shall be incorporated herein as being fully set forth in Schedule C.
Sample 1
Purchases and Delivery. 3.1 MDS shall have the Codes produced from one or more manufacturing sites, at least one of which shall be affiliated with MDS, [**] and MDS shall sell such Codes to NxStage, and NxStage shall purchase and take delivery of the Codes within the United States for sale, inventory or use by NxStage within North America (the "Territory"). NxStage may also ship such purchased Codes for, inventory, sale and use anywhere outside of the Territory. 3.2 During the Term of this Agreement, any NxStage requirements for sales, use and inventory within the Territory of Main Sets, including any such requirements of any NxStage licensee, contractee, agent, or distributor within the Territory are defined as NxStage's "Net Requirements". Except for the first (1st) Contract Quarter during the Term of this Agreement, NxStage hereby agrees to purchase from MDS a quantity and value of NxStage Main Sets equal to no less than ninety percent (90%) of NxStage's Net Requirements during each Contract Quarter during the Term of this Agreement, each such ninety percent (90%) of NxStage's Contract Quarter Net Requirements throughout the Term being NxStage's "Main Set Commitment". 3.3 During the Term of this Agreement, MDS hereby agrees not to manufacture, distribute, inventory or sell to or for any party other than NxStage: a) outside the Territory, any NxStage Main Set; b) inside the Territory, any Main Set; c) worldwide, any NxStage Componentry which is not also an MDS Component; d) worldwide, any NxStage Componentry which includes any NxStage patentable intellectual property, even if such NxStage Componentry is also an MDS Component; and e) inside the Territory, any MDS Component sold for use with any Main Set or NxStage Main Set provided such MDS Component is also NxStage Componentry by action of NxStage's right-of-first-refusal provision in Section 7.1. Notwithstanding the foregoing, MDS may manufacture, distribute, inventory, use or sell or continue to make, distribute, use or sell to or for any party: i) worldwide, any product or Set that is not a Main Set; ii) worldwide, any Main Set MDS currently manufactures as of the Effective Date other than a NxStage Main Set; iii) outside the Territory any Main Set that is not a NxStage Main Set; iv) inside the Territory, any MDS Component not covered by Section 3.3e) and v) outside the Territory, any MDS Component whether or not it is also NxStage Componentry, except as limited by 3.3d) above. 3.4 On the 8th day of each month within the Ter...
Sample 1
Purchases and Delivery. 6.1 During the terms of this agreement, Seller shall sell and Buyer shall purchase, on an annualized basis, Buyer's requirements for Products (Domestic and International locations). 6.2 Any delay in the performance of any of the duties or obligations of either party shall not be considered a breach of this Agreement and the time required for performance shall be extended for a period equal to the period of such delay, provided that such delay is caused by the acts of God, acts of the public enemy, insurrections, riots, labor disputes, including strikes, lockouts, or boycotts, fires, explosions, floods, droughts, or other unforeseeable causes beyond the control and without the fault or negligence of the party affected. The party so affected shall give prompt written notice to the other of such cause as rapidly as possible, and shall promptly notify the other when such cause has terminated. 6.3 If Seller is unable to deliver for any such reason, Buyer may take all steps reasonably necessary to assure itself of sufficient supply of hot stamping foil, including committing to purchase more than necessary for the expected period of delay, if necessary, to obtain hot stamp foil at a reasonable price and when and where needed or obtain from another supplier if unavailable through seller.
Sample 1
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Related to Purchases and Delivery

  • Purchase and Delivery Payment for the Firm Offered Securities shall be made to the Company in Federal or other funds immediately available in New York City at the closing time and place set forth in Schedule I hereto, or at such other time on the same or such other date, not later than the fifth business day thereafter, as may be designated by you in writing. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Offered Securities shall be made to the Company in Federal or other funds immediately available in New York City at the closing place referred to above on such date of your determination (which may be the same as the Closing Date but shall in no event be earlier than the Closing Date nor later than ten business days after the giving of the notice hereinafter referred to) as shall be designated in a written notice from you to the Company, on behalf of the Underwriters, to purchase a number, specified in said notice, of Additional Offered Securities, or on such other date as shall be designated in writing by you. In any event, such payment date shall be not later than __________, 20__. The time and date of such payment are hereinafter referred to as the “Option Closing Date.” The notice of the determination to exercise the option to purchase Additional Offered Securities and of the Option Closing Date may be given at any time within 30 days after the date of this Agreement. Payment for the Firm Offered Securities or any Additional Offered Securities shall be made against delivery to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, of the Firm Offered Securities or any Additional Capital Securities, as the case may be, registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the Option Closing Date, as the case may be, with any transfer taxes payable in connection with the transfer of the Firm Offered Securities or any Additional Offered Securities, as the case may be, to the Underwriters duly paid.

  • Payment and Delivery Payment for the Option Shares shall be made on the Option Closing Date by wire transfer in Federal (same day) funds, payable to the order of the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Option Shares (or through the facilities of DTC) for the account of the Underwriters. The Option Shares shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least one (1) full Business Day prior to the Option Closing Date. The Company shall not be obligated to sell or deliver the Option Shares except upon tender of payment by the Representative for applicable Option Shares.

  • Notice and Delivery Any notice mailed to you will be deemed delivered and received by you, five days after the postmark date. This fifth day following the postmark is the receipt date. Notices will be mailed to the last address we have in our records. You are responsible for ensuring that we have your proper mailing address. Upon your consent, we may provide you with notice in a delivery format other than by mail. Such formats may include various electronic deliveries. Any notice, including terminations, change in personal information, or contributions mailed to us will be deemed delivered when actually received by us based on our ordinary business practices. All notices must be in writing unless our policies and procedures provide for oral notices.

  • Purchase, Sale and Delivery (a) On the basis of the representations, warranties and covenants contained in this Agreement, and subject to its terms and conditions, the Issuers agree to issue and sell to the Initial Purchasers, and each Initial Purchaser agrees, severally and not jointly, to purchase from the Issuers, the principal amount of Notes set forth opposite the name of such Initial Purchaser on Exhibit A. The purchase price for the Notes will be $973.75 per $1,000 principal amount Note. (b) Delivery of the Notes shall be made, against payment of the purchase price therefor, at the offices of Xxxxxx & Xxxxxxx, New York, New York or such other location as may be mutually acceptable. Such delivery and payment shall be made at 9:00 a.m., New York City time, on March 17, 1999 or at such other time as shall be agreed upon by the Initial Purchasers and the Issuers. The time and date of such delivery and payment are herein called the "Closing Date." (c) On the Closing Date, one or more Notes in definitive global form, registered in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"), having an aggregate amount corresponding to the aggregate principal amount of the Notes (the "Global Note") sold pursuant to Exempt Resales to Eligible Purchasers shall be delivered by the Issuers to the Initial Purchasers (or as the Initial Purchasers direct), against payment by the Initial Purchasers of the purchase price therefor, by wire transfer of immediately available funds, to an account or accounts designated by the Issuers, provided that the Issuers shall give at least one business days' prior written notice to the Initial Purchasers of the information required to effect such wire transfer. The Global Note shall be made available to the Initial Purchasers for inspection not later than 9:30 a.m. on the business day immediately preceding the Closing Date.

  • Execution and Delivery The Guaranteeing Subsidiary agrees that the Guarantee shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes.

  • 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.

  • Order and Delivery The Contract shall bind the Contractor to furnish and deliver the Goods or Services in accordance with Exhibit A and at the prices set forth in Exhibit B. Subject to the sections in this Contract concerning Force Majeure, Termination and Open Market Purchases, the Contract shall bind the Client Agency to order the Goods or Services from the Contractor, and to pay for the accepted Goods or Services in accordance with Exhibit B.

  • Purchase, Sale and Delivery of the Shares (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter and each Underwriter, severally and not jointly, agrees to purchase from the Company, at a purchase price per share of $____, the number of Firm Shares set forth opposite their respective names on Schedule A hereto together with any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. (b) Payment of the purchase price for, and delivery of certificates representing, the Firm Shares shall be made at the offices of the Underwriters’ Counsel, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at 10:00 A.M., New York City time, on the third (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date of the effectiveness of the Registration Statement, or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “Closing Date”). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made by wire transfer in immediately available funds to or as directed by the Company upon delivery of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Certificates for the Firm Shares shall be registered in such name or names and shall be in such denominations as the Representatives may request at least two (2) business days before the Closing Date. The Company will permit the Representatives to examine and package such certificates for delivery at least one (1) full business day prior to the Closing Date.

  • Shipment and Delivery Seller grants the Company the right at any time to specify the carrier and/or method of transportation to be employed in conveying any part or all of the Goods covered herein. In the event that Seller uses an unauthorized carrier and/or method of transportation, then all shipping expenses shall be assumed by Seller. Unless otherwise stated in the Order, all Goods will be shipped FCA shipment point. FCA shall be interpreted in accordance with the version of Incoterms valid at the time of the Seller’s acceptance of the Order. The Seller shall be responsible for preparing and filing all export documentation for all shipments. The Company shall not be obligated to accept early deliveries, partial deliveries or excess deliveries. If Goods are incorrectly delivered, the Seller shall be responsible for any additional expense incurred in delivering the Goods to the correct destination. The delivery date set forth on the Order is of the essence of the Contract. If the Seller anticipates that it will not be able to deliver the Goods upon the agreed delivery date, then the Seller shall immediately notify the Company thereof in writing; provided, however, that such notice shall not relieve the Seller of its responsibilities and liabilities with respect to on-time delivery hereunder. In such event, the Company may request that the Seller expedite delivery to the maximum extent possible at the Seller’s sole expense. If the Seller does not deliver the Goods by the agreed delivery date, then the Company shall be entitled to liquidated damages as agreed between the parties, up to and including the total Order value. Notwithstanding the foregoing, the Company reserves the right to claim repayment for any and all costs, losses, expenses and damages incurred by the Company that are attributable to the Seller’s delay in delivery. Such liquidated damages shall be paid at the Company’s written demand. Partial deliveries shall not relieve the Seller from liability for any late delivery hereunder. If the Seller discovers that it has shipped any non-conforming Goods to the Company, it shall immediately (and not more than 24 hours after such discovery) notify the Company thereof in writing; provided, however, that such notice shall not relieve the Seller of its responsibilities and liabilities with respect to defective goods hereunder.

  • Purchase Sale and Delivery of the Securities (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter and each Underwriter, severally and not jointly, agrees to purchase from the Company, at a purchase price of __% of the principal amount thereof, the aggregate principal amount of Firm Securities set forth opposite their respective names on Schedule I hereto together with any additional number of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 hereof. (b) Payment of the purchase price for, and delivery of certificates representing, the Securities shall be made at the office of Morrison & Foerster, LLP ("Underwriters' Counsel"), or at such other pxxxx xx shaxx xx xxreed upon by the Lead Managers and the Company, at 10:00 A.M., New York City time, on the third or (as permitted under Rule 15c6-1 under the Exchange Act) fourth business day (unless postponed in accordance with the provisions of Section 9 hereof) following the date of the effectiveness of the Registration Statement (or, if the Company has elected to rely upon Rule 430A under the Securities Act, the third or (as permitted under Rule 15c6-1 under the Exchange Act) fourth business day after the determination of the public offering price of the Securities), or such other time not later than ten business days after such date as shall be agreed upon by the Lead Managers and the Company (such time and date of payment and delivery being herein called the "Closing Date"). Payment of the purchase price for the Firm Securities shall be made by wire transfer in same day funds to or as directed by the Company upon delivery of the Securities to the Representatives in the form of one or more permanent global certificates (the "Global Securities"), registered in the name of Cede & Co., as nominee for The Depository Trust Company for the respective accounts of the several Underwriters. Upon delivery, the Firm Securities shall be registered in such name or names and shall be in such denominations as the Lead Managers may request at least two business days before the Closing Date. The Company will permit the Lead Managers to examine the Global Securities at least one full business day prior to the Closing Date. (c) In addition, on the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the Underwriters, acting severally and not jointly, the option to purchase up to $10,500,000 aggregate principal amount of Additional Securities (the "Option") at the same purchase price to be paid by the Underwriters for the Firm Securities as set forth in Section 2(a) above. The Underwriters may exercise the Option in whole or from time to time in part on one or more occasions, on or before the thirtieth day following the date of the Prospectus, by giving written notice (the "Option Exercise Notice") of each election to exercise the Option after the date of this Agreement. Any Option Exercise Notice shall specify the principal amount of Additional Securities to be purchased by the Underwriters and the date on which such Additional Securities are to be purchased. Each purchase date must be at least two business days after the written notice is given, and may not be earlier than the closing date for the Firm Securities. (d) Payment of the purchase price for, and delivery of Global Securities representing, the Additional Securities shall be made at the office of Underwriters' Counsel, or at such other place as shall be agreed upon by the Lead Managers and the Company, at 10:00 A.M., New York City time, on the Additional Closing Date (unless postponed in accordance with the provisions of Section 9 hereof), or such other time as shall be agreed upon by Bear Stearns and the Company. Payment of the purchase price fox xxx Xdditional Securities shall be made by wire transfer in same day funds to or as directed by the Company upon delivery of certificates for the Additional Securities to the Representatives registered in the name of Cede & Co., as nominee for The Depository Trust Company for the respective accounts of the several Underwriters. Upon delivery, the Additional Securities shall be registered in such name or names and shall be in such denominations as the Lead Managers may request at least two business days before the Additional Closing Date. The Company will permit the Lead Managers to examine the Global Securities representing the Additional Securities at least one full business day prior to the Additional Closing Date.

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