Common use of Shipments Clause in Contracts

Shipments. (a) Freight and insurance from the Michigan Facility to the location designated by Customer pursuant to the applicable Purchase Order shall be for the account of Customer or shall be reimbursed by Customer. Pfizer shall be responsible for all tariffs, customs, clearance and other similar charges for freight and insurance to the Michigan Facility from any other Facility or facility of an PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS. authorized subcontractor. Title shall pass to Customer, and the risk of loss, delay or damage in transit shall be with Customer from and after delivery to the designated carrier at the Michigan Facility (“Delivery”), after which Customer shall be liable for any and all expenses or costs arising out of any further exportation, importation, or use by Customer, including any taxes or tariffs due or arising out of the use of the API Bulk Drug Substance by Customer, and Customer shall be responsible for obtaining all applicable licenses, Regulatory Approvals or clearances to and for any further export, import, or use of the API Bulk Drug Substance. Pfizer shall include the following with each shipment of API Bulk Drug Substance: (i) Pfizer lot and Batch numbers, (ii) the quantity of API Bulk Drug Substance included in such shipment (iii) a Certificate of Analysis, and (iv) a xxxx of lading. (b) Customer will promptly notify Pfizer in writing of loss, damage, defect or non-delivery of any separate part of a shipment of API Bulk Drug Substance after Delivery of such shipment to Customer, or its designee, and if any loss, damage, defect or partial non-delivery is present but is not evident to Customer at the time of Delivery, such notification by Customer to Pfizer will be made no later than sixty (60) days after receipt by Customer; provided, however, that Customer shall notify Pfizer within ten (10) Business Days after receipt of such shipment if Customer is rejecting such shipment due to obvious external physical damage or quantity discrepancies that are, or would be, evident upon visual inspection of such packaged API Bulk Drug Substance as shipped by Pfizer.

Shipments. (a) Freight A. QIT shall deliver Product into Buyer's Vessel at QIT's dock, Sorel, Quebec. QIT and insurance from Buyer shall agree on a shipping schedule whereby deliveries are spread more or less evenly throughout the Michigan Facility year, with a minimum Quantity of 20% of the total annual Quantity being delivered in any calendar quarter and a maximum of 30% in the fourth quarter. QIT will make all reasonable efforts to meet Buyer's manufacturing requirements with regard to advance shipments to the location designated by Customer pursuant extent that such does not disadvantage other customers of QIT. Buyer shall obtain any import licenses or other documents that may be required to import Product into the country of destination. B. Buyer shall arrange for and furnish a cargo vessel (herein called "Buyer's Vessel"). Notwithstanding the agreed shipping schedule, Buyer shall request and receive STEM from QIT with respect to each shipment, one (1) month prior to the applicable Purchase Order arrival of Buyer's Vessel at Sorel. So far as possible, Buyer shall give QIT not less than 10 days' notice of the expected date of arrival of each Buyer's Vessel at Sorel. QIT will load cargo in lower holds only and will spout-trim cargo. Any leveling required by other means than spout-trimming and any other abnormal loading costs, including time required therefor, shall be for Buyer's account. Cleanliness and/or protection of the account holds of Customer or Buyer's Vessel shall be reimbursed solely Buyer's responsibility. As a convenience to Buyer however, QIT shall, prior to loading, undertake on Buyer's behalf the inspection of the holds of Buyer's Vessel and, if deemed necessary by CustomerQIT, QIT shall on Buyer's behalf require any such [CONFIDENTIAL TREATMENT REQUESTED] necessary cleaning and/or protection to be performed, but in no event shall QIT be liable for contamination or any other damages in connection with cleanliness and/or protection of Buyer's Vessel, whether caused by QIT's own negligence or otherwise. Pfizer Buyer's Vessel shall shift to anchor during such cleaning and/or protection. The costs of such cleaning and/or protection shall be responsible for all tariffsBuyer's account including the costs of delays caused to Buyer's Vessel and time used therefor shall not count as laytime. C. QIT agrees to load at a minimum rate of [++++++++] tons per weather working day of 24 consecutive hours. Notice of readiness shall be presented to QIT during office hours, customswhich at present are 9:00 a.m. to 5:00 p.m., clearance and other similar charges for freight and insurance to the Michigan Facility from any other Facility or facility of an PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS. authorized subcontractor. Title shall pass to CustomerMonday through Friday, and 9:00 a.m. to 12:00 Noon Saturdays. Laytime shall start at 8:00 a.m. on the risk working day next following the delivery and acceptance of losssuch notice of readiness, whether Buyer's Vessel is in berth or not. Any time from noon Saturday to 8:00 a.m. Monday and any time on holidays and before laytime starts shall not count as laytime unless used, and, if used, only half such time to count as laytime. It is contemplated that vessels will normally be loaded and discharged in turn. However, QIT may at its option delay docking and loading Buyer's Vessel or damage request Buyer's Vessel to shift to anchor or other berth to give preference to QIT's ore or coal vessels even though Buyer's Vessel shall have been presented for loading prior to QIT's ore or coal vessels. If QIT exercises its option in transit shall be with Customer from the preceding sentence and after delivery to the designated carrier at the Michigan Facility (“Delivery”)Buyer's Vessel is not loaded in turn, after which Customer QIT shall be liable for any and all expenses or costs arising demurrage due to delay incurred by such loading out of any further exportationturn and the costs of Buyer's Vessel shifting to anchor and reberthing. D. Buyer shall furnish demurrage rates to QIT as least one day in advance of arrival of a Buyer's Vessel. QIT agrees to pay Buyer demurrage if loading is not completed in the allowed time at the rate specified in the Charter Party, importationbut only up to a maximum of [++++++++] per day, or use by Customerfractions of a day to be adjusted pro rata. Buyer agrees to pay QIT dispatch for laytime saved at half the demurrage rate specified in the Charter Party, including any taxes or tariffs due or arising out but only up to a maximum of the use [++++++++] per day, fractions of the API Bulk Drug Substance by Customera day to be adjusted pro rata. E. QIT makes no representations, and Customer shall be responsible for obtaining all applicable licensesnone are implied, Regulatory Approvals as regards its loading dock or clearances to and for any further exportthe water depth thereat, import, or use of except that so long as the API Bulk Drug Substance. Pfizer shall include the following with each shipment of API Bulk Drug Substance: (i) Pfizer lot and Batch numbers, (ii) the quantity of API Bulk Drug Substance included in such shipment (iii) a Certificate of Analysis, and (iv) a xxxx of lading. (b) Customer will promptly notify Pfizer in writing of loss, damage, defect or non-delivery of any separate part of a shipment of API Bulk Drug Substance after Delivery of such shipment to Customer, or its designee, and if any loss, damage, defect or partial non-delivery is present but St. Xxxxxxxx River level is not evident to Customer less than 13.1 feet above mean sea-level at Sorel, Quebec, as recorded by the time of DeliveryCanadian Hydrographic Survey, such notification by Customer to Pfizer the minimum water depth at QIT's dock will be made no later than sixty thirty (6030) days after receipt by Customer; provided, however, that Customer shall notify Pfizer within ten (10) Business Days after receipt of such shipment if Customer is rejecting such shipment due to obvious external physical damage or quantity discrepancies that are, or would be, evident upon visual inspection of such packaged API Bulk Drug Substance as shipped by Pfizerfeet.

Shipments. All sales are Ex-Works Factory (a) Freight and insurance from as such term is defined by the Michigan Facility to International Chamber of Commerce as of the location designated date hereof). Shipping contracts made by Customer pursuant to the applicable Purchase Order Seller shall be to Buyer’s account. All claims for loss or damage after risk of loss has passed to Buyer shall be filed by Buyer with the carrier. Buyer shall be liable to Seller for the account full price of Customer or shall be reimbursed by Customer. Pfizer shall be responsible for all tariffsthe goods, customs, clearance and other similar charges for freight and insurance to the Michigan Facility from any other Facility or facility irrespective of an PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS. authorized subcontractor. Title shall pass to Customer, and the risk of loss, delay loss or damage in transit transit. Seller shall not be with Customer from and after delivery required to the designated carrier at the Michigan Facility (“Delivery”), after which Customer shall be liable for any and all expenses or costs arising out of any further exportation, importation, or use by Customer, including any taxes or tariffs due or arising out of the use of the API Bulk Drug Substance by Customer, and Customer shall be responsible for obtaining all applicable licenses, Regulatory Approvals or clearances provide freight cost receipts to and for any further export, import, or use of the API Bulk Drug Substance. Pfizer shall include the following with each shipment of API Bulk Drug Substance: (i) Pfizer lot and Batch numbers, (ii) the quantity of API Bulk Drug Substance included in such shipment (iii) a Certificate of Analysis, and (iv) a xxxx of lading. (b) Customer will promptly notify Pfizer in writing of loss, damage, defect or non-delivery of any separate part of a shipment of API Bulk Drug Substance after Delivery of such shipment to Customer, or its designee, and if any loss, damage, defect or partial non-delivery is present but is not evident to Customer Buyer at the time of Deliveryinvoice. Buyer shall bear all risk and expense for delivery of goods, including without limitation, shipping, loading, unloading, storage, freight, and insurance. Goods may be shipped to Buyer in whole or in part. Title to goods shall pass to Buyer when delivered to the carrier or the Buyer, whichever occurs first, even if the goods are shipped freight prepaid. Among other things, a signed delivery receipt or xxxx of lading will constitute proof of delivery. The choice of carrier is made solely at the discretion of Seller, and Seller makes no representation as to the acceptability of a particular carrier. Except when Seller expressly agrees in writing, Seller does not guarantee shipment or delivery by a certain date or time, although Seller will strive to deliver goods by the date that it may communicate to Buyer. Seller shall not be liable to Buyer, or any other person, for any loss or damage of any kind which results from delay in shipment, delivery, or failure to give notice of delay, whether or not such notification delay was caused by Customer Seller or otherwise. Seller reserves the right to Pfizer will be made no later than sixty (60) days after receipt by Customer; providedbackorder any goods and to ship from backorder in such order as Seller determines. LIMITED WARRANTY: Seller warrants, howeverto its original Buyer, that Customer shall notify Pfizer within ten goods manufactured by Seller are free from defects in material and workmanship for 12 months from date of shipment (10) Business Days after receipt except for specified products with warranties that supercede this limited warranty. Please consult factory for these products). The Buyer hereby acknowledges and agrees, though free from defects in material and workmanship at the time of shipment, that the useful life of goods manufactured by Seller will vary depending upon the Buyer’s frequency of use, application, and other factors, with regard to such shipment if Customer is rejecting such shipment due goods. In that respect, notwithstanding any other provision to obvious external physical damage or quantity discrepancies that arethe contrary in the Agreement, these Terms and Conditions, or would bethe Order Acknowledgement, evident upon visual inspection the Seller specifically does not warrant the useful life of such packaged API Bulk Drug Substance as shipped by Pfizerany product. If a failure to conform to specifications or a defect in materials or workmanship is discovered within this period, Seller must promptly be notified in writing within thirty EXCEPT AS SET FORTH ABOVE AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, SELLER MAKES NO OTHER WARRANTIES FOR A PRODUCT OR UNDER THIS AGREEMENT OR ANY ORDER ACKNOWLEDGEMENT AND HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR USE, AND INCLUDING THE WARRANTY OF MERCHANTABILITY. IN NO CASE SHALL SELLER BE LIABLE FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES BASED UPON ANY LEGAL THEORY, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF SAVINGS OR REVENUE, LOSS OF USE OF THE PRODUCT OR ANY ASSOCIATED EQUIPMENT, COST OF CAPITAL, COST OF ANY SUBSTITUTE EQUIPMENT, FACILITIES OR SERVICES, DOWNTIME, THE CLAIMS OF THIRD PARTIES INCLUDING CUSTOMERS, INJURY TO PROPERTY AND, UNLESS PRECLUDED UNDER APPLICABLE STATE LAW, BODILY AND PERSONAL INJURY.

Shipments. (a) Freight and insurance from the Michigan Facility to the location designated by Customer pursuant to the applicable Purchase Order Shipments of Products shall be for made FCA the account of Customer or Manufacturing Site unless otherwise mutually agreed in writing and Patheon shall be reimbursed by Customer. Pfizer shall be responsible for all tariffs, customs, clearance and other similar charges for freight and insurance make every reasonable effort to the Michigan Facility from any other Facility or facility of an PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; ship finished goods within [***] DENOTES OMISSIONSmonths of the start of manufacture of the Products unless otherwise agreed upon in writing by both parties. authorized subcontractorFailure to ship within [***] months is not a cause for refusal of Product. Title Notwithstanding the foregoing, if FDA approves the Products for [***] months of shelf life, the Products must carry at least [***] months of shelf life when shipped. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Risk of loss or of damage to Products shall pass to Customer, and remain with Patheon until Products are loaded onto the carrier’s vehicle by Patheon for shipment at the shipping point at which time risk of loss, delay loss or damage in transit shall be with Customer from and after delivery transfer to the designated carrier at Client. Patheon shall, in accordance with the Michigan Facility (“Delivery”)Client’s instructions and as agent for the Client, after which Customer shall be liable for any and all expenses or costs arising out of any further exportation, importation, or use by Customer, including any taxes or tariffs due or arising out of the use of the API Bulk Drug Substance by Customer, and Customer shall be responsible for obtaining all applicable licenses, Regulatory Approvals or clearances to and for any further export, import, or use of the API Bulk Drug Substance. Pfizer shall include the following with each shipment of API Bulk Drug Substance: (i) Pfizer lot arrange for shipping, including preparing and Batch numbersexecuting a packing list, so that the Product will be delivered to the delivery address on the delivery date set forth in the applicable Firm Order, with such shipping to be paid by the Client and (ii) at the quantity of API Bulk Drug Substance included in such shipment (iii) a Certificate of AnalysisClient’s risk and expense, obtain any export license or other official authorization necessary to export the Products, including all customs formalities. The Client shall arrange for insurance and (iv) a xxxx of lading. (b) Customer will promptly shall select the freight carrier used by Patheon to ship Products and may monitor Patheon’s shipping and freight practices as they pertain to this Agreement. Patheon shall notify Pfizer Client in writing of loss, damage, defect or non-delivery of any separate part of a shipment of API Bulk Drug Substance after Delivery of such shipment to Customer, or its designee, and if any loss, damage, defect or partial non-delivery is present but is not evident to Customer at the time of Deliveryshipment as to the quantity of Product shipped, the anticipated delivery date and confirmation of the carrier. If any order is delayed and is not likely to be delivered to the carrier on time, Patheon shall immediately notify Client and Client may reasonably direct Patheon to ship such notification order by Customer expedited means of transportation as designated by Client, at [***] expense. If the delay of any order results in substantial back orders to Pfizer will the Client and Patheon caused the delay, [***] shall pay the reasonable additional cost for the expedited transport. In all cases, Products shall be made no later than sixty (60) days after receipt by Customer; providedtransported in accordance with the Specifications and Applicable Laws, howeverincluding, that Customer shall notify Pfizer within ten (10) Business Days after receipt of such shipment if Customer is rejecting such shipment due to obvious external physical damage or quantity discrepancies that arebut not limited to, or would be, evident upon visual inspection of such packaged API Bulk Drug Substance as shipped by PfizercGMPs.