Reliance by Supplier. (a) Lannett acknowledges that Supplier will rely on the Firm Orders and the quantities of Product set forth on the fourth and fifth month of each Forecast, on a rolling basis, (the “Reliance Period”) in order to order API and other materials and components for the manufacturing of the Product. Lannett acknowledges that to ensure an orderly supply of API, materials and components, Supplier may purchase the API, materials and components in sufficient volumes to meet the production requirements for the Reliance Period or to meet the production requirements of any longer period agreed to by Lannett and Supplier. In addition, with respect to certain Product-specific items that require a longer lead time (“Long Lead Time Materials”) or may be acquired as a result of incentive pricing (“Minimum Order Quantity Pricing Materials”), as mutually agreed to in writing by the Parties, by way of a pre-determined list of “Long Lead Time Materials” and “Minimum Order Quantity Pricing Materials”, Supplier may rely on the first six months of the Forecast solely for the purpose of ordering such agreed-upon Long Lead Time Materials or Minimum Order Quantity Pricing Materials.
(b) Lannett shall reimburse Supplier for the cost of API, materials and components, Long Lead Time Materials and Minimum Order Quantity Pricing Materials ordered by Supplier in accordance with Section 5.4(a) that are not included in finished Products manufactured for Lannett within six months after the month of the Forecast for which the purchases were made (or for a longer period as the Parties may agree) or if the API, materials and components have expired or are rendered obsolete due to changes in artwork required by Lannett (“Obsolete Stock”). This reimbursement will include Supplier’s cost to purchase and destruction cost for the Obsolete Stock. If any non-expired API, materials and components and Long Lead Time Materials and Minimum Order Quantity Pricing Materials are used in Products subsequently manufactured for Lannett or in third party products manufactured by Supplier, Lannett will receive a credit for the amount previously reimbursed to Supplier.
Reliance by Supplier. 6.3.1 Supernus understands and acknowledges that Supplier will rely on the firm Purchase Orders and Product Forecasts submitted under Section 6.2 in ordering Unique Materials (as defined below), if any, required to meet the firm Purchase Orders. For greater certainty, as at the Effective Date, no Unique Materials are contemplated by the Parties; however, this Section 6.3 is included in the Agreement in case there are Unique Materials to be addressed in the future. Supernus understands that, to ensure an orderly supply of the Unique Materials, Supplier may want to purchase the Unique Materials in sufficient volumes to meet the production requirements for Products during part or all of the forecasted periods referred to in Section 6.2 or to meet the production requirements of any longer period agreed to by Supplier and Supernus. Accordingly, Supernus authorizes Supplier to purchase Materials unique to Supernus’ Products or otherwise specified and agreed to in writing by the Parties as potentially limited in availability (“Unique Materials”) to satisfy the Manufacturing Services requirements for Products for the first ** months contemplated in the most recent Product Forecast. Supplier may make other purchases of Unique Materials to meet Manufacturing Services requirements for longer periods if agreed to in writing by the Parties. Supernus will give Supplier written authorization to order Unique Materials for any launch quantities of Product requested by Supernus which will be considered a firm order when accepted by Supplier. If Unique Materials ordered by Supplier under firm Purchase Orders or otherwise ordered under this Section are not included in finished Products manufactured for Supernus within ** after the forecasted month for which the purchases have been made (or for a longer period as the Parties may agree), or if the Unique Materials have expired during the period, then Supernus will pay to Supplier its costs therefore (including all costs incurred by Supplier for the purchase and handling of the Unique Materials). But if these Unique Materials are used in Products subsequently manufactured for Supernus or in third party products manufactured by Supplier, Supernus will receive credit for any costs of those Unique Materials previously paid to Supplier by Supernus.
6.3.2 If Supernus fails to take possession or arrange for the destruction of (i) Unique Materials, within 12 months of purchase, or (ii) finished Product, within three months of manufactu...
Reliance by Supplier. 6.1. In submitting a Quote, each Supplier warrants that, at its own cost and expense, it has:-
(a) satisfied itself with respect to all conditions relating to the contract, risks, contingencies and any other matters which may impact on the Quote;
(b) acted independently, completed its own investigations and assessments about all matters relevant to this RFQ process and not relied upon any representation made by Council;
(c) verified any information provided by, or on behalf of Council, and satisfied itself that the information is adequate and accurate;
(d) satisfied itself with respect to the accuracy, completeness and sufficiency of its Quote.
6.2. Council will not be responsible for payment of, and the Supplier will not have any claim against Council, or any employee, agent or contractor of council (whether in contract, tort (including negligence) equity, under statute or otherwise) arising from any costs, expenses, losses or other liabilities occurred by the Supplier a result of this RFQ process.
