Common use of Shipping & Delivery Clause in Contracts

Shipping & Delivery. Manufacturer agrees not to ship Product to Anterios or its designee until it has received a written approval to release and ship from Anterios; provided however, Manufacturer may invoice Anterios for the applicable Product according to the terms of Section 8.3 of this Agreement whether or not such Product is stored by Manufacturer pursuant to this Section 7.1. Manufacturer agrees to store, under reasonable commercial storage conditions, Product intended for Phase I or Phase II clinical trials pursuant to the terms of the Work Order and Applicable Laws at no additional cost until the date on which Anterios requests that Manufacturer makes available for delivery such Product, or (ii) the second annual anniversary of the release; provided however, Manufacturer will not charge Anterios for any product being stored by Manufacturer for the purposes of stability testing or sample retention pursuant to a Work Order. Thereafter, if requested, Manufacturer will continue to store Product and charge Anterios the Manufacturer’s then-prevailing reasonable rates for storage. For Product intended for Phase III clinical trials or for commercial sale, Manufacturer will store such Product for [*] at no charge to Anterios and if requested, Manufacturer will continue to store Product for Anterios and charge Anterios the Manufacturer’s then-prevailing reasonable rates for storage. In instances of Manufacturer’s gross negligence, willful misconduct or breach of this Agreement, Manufacturer’s sole liability, if any, shall be limited to reimbursing, recompensing or indemnifying Anterios for an amount equal to the cost to Anterios of Manufacturer’s Services that were performed in connection with such destroyed, damaged or lost Product. In all other instances, Anterios shall bear the risk of loss for such Product while stored by Manufacturer. When notified to do so by Anterios, Manufacturer will deliver each Batch FCA (Incoterms 2000) Manufacturer’s Facility, (a) on the delivery date specified by Anterios in such notice and addressed to the destination designated by Anterios in writing, and (b) in accordance with the instructions for shipping and packaging specified by Anterios in the applicable Work Order, batch record, study protocol or as otherwise agreed to by the parties in writing. A xxxx of lading will be furnished to Anterios with respect to each shipment. Anterios will bear all costs of further transportation and all risk of delay, or damage in transit as well as the cost of all appropriate insurance. Anterios shall choose a suitable carrier for each shipment of Product beyond Manufacturer’s loading dock.

Shipping & Delivery. Manufacturer agrees not All shipments made by Seller to ship Product to Anterios Buyer shall be F.O.B. Buyer’s facility or its designee until it has received a written approval to release and ship from Anterios; provided however, Manufacturer other place of destination as may invoice Anterios for be set forth in the applicable Product according to the terms of Section 8.3 of this Agreement whether or not such Product is stored by Manufacturer pursuant to this Section 7.1. Manufacturer agrees to store, under reasonable commercial storage conditions, Product intended for Phase I or Phase II clinical trials pursuant to the terms of the Work Order and Applicable Laws at no additional cost until the date on which Anterios requests that Manufacturer makes available for delivery such Product, or (ii) the second annual anniversary of the release; provided however, Manufacturer will not charge Anterios for any product being stored by Manufacturer for the purposes of stability testing or sample retention pursuant to a Work Order. Thereafter, if requested, Manufacturer will continue to store Product and charge Anterios the Manufacturer’s then-prevailing reasonable rates for storage. For Product intended for Phase III clinical trials or for commercial sale, Manufacturer will store such Product for [*] at no charge to Anterios and if requested, Manufacturer will continue to store Product for Anterios and charge Anterios the Manufacturer’s then-prevailing reasonable rates for storage. In instances of Manufacturer’s gross negligence, willful misconduct or breach of this Agreement, Manufacturer’s sole liability, if any, shall be limited to reimbursing, recompensing or indemnifying Anterios for an amount equal to the cost to Anterios of Manufacturer’s Services that were performed in connection with such destroyed, damaged or lost Product. In all other instances, Anterios shall bear the risk of loss for or damage shall remain with Seller until such Product while stored by Manufacturergoods are delivered to the required F.O.B. point. When notified All goods must be shipped at the most advantageous rates to do so by Anterios, Manufacturer will deliver each Batch FCA (Incoterms 2000) Manufacturer’s Facility, (a) arrive on the delivery date specified by Anterios requested in such notice and addressed to the destination designated by Anterios in writing, and (b) in accordance with the instructions for shipping and packaging specified by Anterios in the applicable Work Buyer’s Order, batch record, study protocol or as unless otherwise agreed to authorized by the parties Xxxxx in writing. A xxxx If Seller must ship by a more expensive way than specified in this Order in order to comply with Buyer’s required delivery date, any increased transportation costs resulting therefrom shall be paid by the Seller unless the necessity for such rerouting or expedited handling has been caused by Buyer. Time is of lading will be furnished the essence of this Order. Seller shall notify Buyer within five (5) days after the date of this Order if Seller cannot deliver items ordered on the date requested, and Buyer may then cancel its order. Seller shall not, however, make material commitments or production arrangements in advance of reasonable flow time needed to Anterios meet Xxxxx’s delivery schedule. If delivery of items or rendering of services is not completed by the time promised, Xxxxx reserves the right without liability, and in addition to its other rights and remedies, to terminate this Order by notice effective when received by Seller as to items not yet shipped or services not yet rendered and to purchase substitute items or services elsewhere and charge Seller with respect any loss incurred. Buyer also reserves its right, at its sole discretion and in addition to each shipment. Anterios will bear all costs its other rights and remedies, to require the specific performance of further transportation and all risk of delay, or damage in transit as well as the cost of all appropriate insurance. Anterios shall choose a suitable carrier for each shipment of Product beyond ManufacturerSeller’s loading dockobligations pursuant to this Order.

Shipping & Delivery. Manufacturer agrees not to ship Product to Anterios or its designee until it has received Seller must comply with the shipping method set forth in the applicable PO. If no shipping method is set forth in the applicable PO, Seller shall use a written approval to release and ship from Anterios; provided however, Manufacturer may invoice Anterios shipping method that is suitable for the applicable type of Products or Work Product according to the terms of Section 8.3 of this Agreement whether or not such Product is stored by Manufacturer pursuant to this Section 7.1. Manufacturer agrees to store, under reasonable commercial storage conditions, Product intended for Phase I or Phase II clinical trials pursuant to the terms of the Work Order and Applicable Laws at no additional cost until the date on which Anterios requests that Manufacturer makes available for delivery such Product, or (ii) the second annual anniversary of the release; provided however, Manufacturer will not charge Anterios for any product being stored by Manufacturer for the purposes of stability testing or sample retention pursuant to a Work Order. Thereafter, if requested, Manufacturer will continue to store Product and charge Anterios the Manufacturer’s then-prevailing reasonable rates for storage. For Product intended for Phase III clinical trials or for commercial sale, Manufacturer will store such Product for [*] at no charge to Anterios and if requested, Manufacturer will continue to store Product for Anterios and charge Anterios the Manufacturer’s then-prevailing reasonable rates for storage. In instances of Manufacturer’s gross negligence, willful misconduct or breach of this Agreement, Manufacturer’s sole liability, if any, shall be limited to reimbursing, recompensing or indemnifying Anterios for an amount equal to the cost to Anterios of Manufacturer’s Services that were performed in connection with such destroyed, damaged or lost Productshipped. In all cases, Seller shall package and ship Products and Work Product in compliance with all applicable laws, regulations, rules, and other instancesgood business practices. A packing list that includes the applicable PO number, Anterios shall bear SHELLBACK part number, description or the risk Products and/or Work Product, quantity of loss Products must accompany each shipment, and copies of any applicable CERTIFICATES OF COMPLIANCE or other vendor qualification data required under Section 5. Seller acknowledges that XXXXXXXXX relies on the timeliness of Seller’s Products and Services and Work Product for such SHELLBACK’s timely completion of products and services for SHELLBACK’s Customers. If Products or Work Product while stored do not arrive by Manufacturer. When notified to do so by Anterios, Manufacturer will deliver each Batch FCA (Incoterms 2000) Manufacturer’s Facility, (a) on the delivery date specified by Anterios in such notice and addressed to the destination designated by Anterios in writing, and (b) in accordance with the instructions for shipping and packaging specified by Anterios set forth in the applicable Work Order, batch record, study protocol PO or as otherwise agreed in writing (“Delivery Date”), and Seller fails to communicate late delivery information before such Delivery Date, SHELLBACK may take either or both of the following actions: (i) the applicable PO may be canceled by SHELLBACK without payment of any Cancellation Charge; and (ii) SHELLBACK may return the parties applicable Products and/or Work Product to Seller at Seller’s expense. Unless otherwise specified in writingthe applicable PO, delivery terms shall be ExW (Ex Works) to the “Ship To” location in the applicable PO (INCOTERMS 2010). A xxxx of lading will be furnished Title shall transfer to Anterios with respect to each shipmentSHELLBACK at the ExW point after unloading. Anterios will bear Seller shall pay all costs of further transportation transportation, including without limitation all insurance costs, import duties, and all risk of delayshipping costs, or damage in transit as well as until delivery to the cost of all appropriate insurance. Anterios shall choose a suitable carrier for each shipment of Product beyond Manufacturer’s loading dockapplicable “Ship To” location.

Shipping & Delivery. Manufacturer agrees not 4.1. The Commencement Date shall occur on or before January 31, 2010. 4.2. Subject to ship Product to Anterios Article 3 above, shipments of Products shall be made from the HOKU Facility on a monthly basis in accordance with a shipment schedule that shall be provided by HOKU each month (the “Shipment Schedule”). The Shipment Schedule shall be submitted by HOKU on or its designee until it has received a written approval to release before the 10th Business Day of each month, and ship from Anterios; provided howevershall include rolling forecasts of scheduled quantity, Manufacturer may invoice Anterios price and delivery date of Products for the applicable Product according following six (6) months. The first Shipment Schedule shall be submitted by HOKU to the terms of Section 8.3 of this Agreement whether SANYO on or not such Product is stored by Manufacturer pursuant to this Section 7.1before October 31, 2009. Manufacturer agrees to store, under reasonable commercial storage conditions, Product intended for Phase I or Phase II clinical trials pursuant to the terms of the Work Order and Applicable Laws at no additional cost until the date on which Anterios requests that Manufacturer makes available for delivery such Product, or (ii) the second annual anniversary of the release; provided however, Manufacturer will not charge Anterios for any product being stored by Manufacturer The forecasts for the purposes of stability testing or sample retention pursuant to a Work Orderfirst three (3) months in each Shipment Schedule shall be fixed (the “Fixed Schedule”). Thereafter, if requested, Manufacturer will continue to store Product HOKU and charge Anterios SANYO shall have regular discussions regarding the Manufacturer’s then-prevailing reasonable rates for storage. For Product intended for Phase III clinical trials or for commercial sale, Manufacturer will store such Product for [*] at no charge to Anterios Shipment Schedule and if requested, Manufacturer will continue to store Product for Anterios and charge Anterios the Manufacturer’s then-prevailing reasonable rates for storageFixed Schedule. In instances of Manufacturer’s gross negligence, willful misconduct or breach of this Agreement, Manufacturer’s sole liability, if any, shall be limited the event that HOKU fails to reimbursing, recompensing or indemnifying Anterios for an amount equal to the cost to Anterios of Manufacturer’s Services that were performed in connection with such destroyed, damaged or lost Product. In all other instances, Anterios shall bear the risk of loss for such Product while stored by Manufacturer. When notified to do so by Anterios, Manufacturer will deliver each Batch FCA (Incoterms 2000) Manufacturer’s Facility, (a) on the delivery date specified by Anterios in such notice and addressed to the destination designated by Anterios in writing, and (b) Products in accordance with the instructions for shipping Fixed Period, SANYO may cause HOKU at HOKU’s own responsibility, cost and packaging specified expense to deliver Products to the locations designated by Anterios SANYO by rail or boat means of shipment. 4.3. If HOKU does not fulfill its obligations in the any applicable Work Order, batch record, study protocol or as otherwise agreed to by the parties in writing. A xxxx of lading will be furnished to Anterios monthly period starting from January 2010 with respect to supplying the Minimum Monthly Quantity of Product or in any applicable Year to supply the Minimum Annual Quantity of Product, HOKU shall reduce the applicable price set forth in the Pricing Schedule (the “Product Price”) for the relevant Products as liquidated damages but not as a penalty. Such price reduction shall be made at the rate of [*] percent ([*]%) of the applicable Product Price of the respective Products for each shipmentweek or part thereof until the date when such deficiency is shipped. Anterios will Without limiting SANYO’s right to terminate this Agreement pursuant to Section 9.2 and receive its deposit pursuant to Section 9.5, such liquidated damages should not equal more than [*]% of the purchase price for the applicable Product. 4.4. HOKU shall not be responsible for loading the Products on any vehicle provided by SANYO or for clearing the Products for export, unless otherwise agreed, and SANYO shall bear all costs and risks involved in loading and transporting the Products from the HOKU Facility to the location designated by SANYO except in case of further transportation and all risk of delaySection 4.2, or damage as set forth in transit as well as Section 5.4 below. Title to the cost of all appropriate insurance. Anterios Products shall choose a suitable carrier for each shipment of Product beyond Manufacturer’s loading docktransfer EXW ex works the HOKU Facility.