Subsequent Purchase Orders. (a) PARI shall supply PARI Products to INSMED in accordance with the terms and conditions of this Agreement, and in accordance with the purchase orders submitted to PARI by INSMED (the “Purchase Orders”). Each Purchase Order shall include item numbers and quantity, delivery location(s), contact information and shipment date(s). PARI shall ship the quantity of PARI Products specified in each Purchase Order no less than [***] days after the date and confirmation of such Purchase Order by PARI, unless otherwise agreed to by PARI and INSMED; provided, however, that no such Purchase Order shall have a shipment date prior to the [***] day following the date of receipt by PARI of the Initial Purchase Order. PARI shall accept all Purchase Orders for quantities of PARI Products that are set forth in the most recent Forecast for the applicable time period, and PARI shall use commercially reasonable efforts to accept and fill Purchase Orders placed by INSMED that are [***] of the forecasted quantities for such time period. PARI shall notify INSMED within [***] Business Days if it cannot meet the requested shipment date for the [***]; provided, however that failure by PARI to fulfill such [***] shall not be deemed a breach under this Agreement. (b) PARI’s sale of PARI Products hereunder shall be subject to the terms and conditions of this Agreement and not to any terms and conditions stated on any Purchase Order, PARI’s written acceptance of a Purchase Order or other document not effectively amending this Agreement, except insofar as such Purchase Order or other document establishes the quantity, delivery date, specific shipping requirements and destination of shipment of PARI Products ordered. Any additional, inconsistent or different terms and conditions contained in such other documents are hereby expressly rejected. (c) Rush orders for PARI Products requesting a delivery date sooner than [***] days after the date of such Purchase Order (other than the Initial Purchase Order) may incur additional charges. Such additional charges shall be equal to the actual cost incurred by PARI (over and above non-rush order costs) due to such rush order.
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Subsequent Purchase Orders. (a) PARI shall supply PARI Products to INSMED in accordance with the terms and conditions of this Agreement, and in accordance with the purchase orders submitted to PARI by INSMED (the “Purchase Orders”). Each Purchase Order shall include item numbers and quantity, delivery location(s), contact information and shipment date(s). PARI shall ship the quantity of PARI Products specified in each Purchase Order no less than [*** (***] ) days after the date and confirmation of such Purchase Order by PARI, unless otherwise agreed to by PARI and INSMED; provided, however, that no such Purchase Order shall have a shipment date prior to the [***] * day following the date of receipt by PARI of the Initial Purchase Order. PARI shall accept all Purchase Orders for quantities of PARI Products that are set forth in the most recent Forecast for the applicable time period, and PARI shall use commercially reasonable efforts to accept and fill Purchase Orders placed by INSMED that are [***] * of the forecasted quantities for such time period. PARI shall notify INSMED within [*** (***] ) Business Days if it cannot meet the requested shipment date for the [***]; provided, however that failure by PARI to fulfill such [***] * shall not be deemed a breach under this Agreement.
(b) PARI’s sale of PARI Products hereunder shall be subject to the terms and conditions of this Agreement and not to any terms and conditions stated on any Purchase Order, PARI’s written acceptance of a Purchase Order or other document not effectively amending this Agreement, except insofar as such Purchase Order or other document establishes the quantity, delivery date, specific shipping requirements and destination of shipment of PARI Products ordered. Any additional, inconsistent or different terms and conditions contained in such other documents are hereby expressly rejected.
(c) Rush orders for PARI Products requesting a delivery date sooner than [*** (***] ) days after the date of such Purchase Order (other than the Initial Purchase Order) may incur additional charges. Such additional charges shall be equal to the actual cost incurred by PARI (over and above non-rush order costs) due to such rush order.
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Subsequent Purchase Orders. Altana may revise the amount of Product estimated for purchase in any Preliminary Forecast, until one year prior to the start of each Purchase Period. In the Forecast which is due to TAb on or before one year prior to the start of a given Purchase Period, Altana shall indicate the amount of each Product which it thereby commits to purchase from TAb within one (a1) PARI shall supply PARI Products to INSMED in accordance with year from the terms and conditions start of this Agreement, and in accordance with the purchase orders submitted to PARI by INSMED such Purchase Period (the “"Purchase Orders”Order"). Each The quantity of any Product to be ordered pursuant to a Purchase Order shall include item numbers and quantity, delivery location(snot be less than seventy-five percent (75%), contact information and shipment date(s). PARI shall ship nor greater than one hundred twenty-five percent (125%) of the quantity of PARI Products specified indicated in each Purchase Order no less than [***] days after the date and confirmation of Preliminary Forecast for such Purchase Order by PARI, unless otherwise agreed to by PARI and INSMEDProduct; provided, however, that no TAb shall use its best efforts to supply the Products for orders by Altana in excess of such amounts. Each Purchase Order shall have be accompanied by a shipment date prior standard form of purchase order indicating the quantity of each Product to the [***] day following the date be purchased, a nonrefundable payment of receipt by PARI thirty-three percent (33%) of the Initial Purchase Order. PARI shall accept all Purchase Orders for quantities of PARI Products that are set forth in the most recent Forecast Price (defined herein) for the applicable time period, and PARI shall use commercially reasonable efforts to accept and fill Purchase Orders placed by INSMED that are [***] of the forecasted quantities for such time period. PARI shall notify INSMED within [***] Business Days if it cannot meet the requested shipment date for the [***]; provided, however that failure by PARI to fulfill such [***] shall not be deemed a breach under this Agreement.
(b) PARI’s sale of PARI Products hereunder shall be subject to the terms and conditions of this Agreement and not to any terms and conditions stated on any Purchase Order, PARI’s written acceptance of a Purchase Order or other document and an estimated delivery schedule for such Product, which shall not effectively amending this Agreement, except insofar as such Purchase Order or other document establishes the quantity, delivery date, specific shipping requirements and destination of shipment of PARI Products ordered. Any additional, inconsistent or different terms and conditions contained in such other documents are hereby expressly rejected.
(c) Rush orders for PARI Products requesting a delivery date commence sooner than [***] days after one (1) year from the date of such Purchase Order (other than Order. Such purchase orders and any acknowledgment thereof, whether printed, stamped, typed, or written shall be governed by the Initial terms of this Agreement, and none of the provisions of such purchase orders or acknowledgments shall be enforceable except those specifying quantity ordered, delivery dates, and invoice information, and only if such provisions do not conflict with the terms hereof. Any nonrefundable payments shall be credited in full against the Purchase Price on the corresponding Purchase Order) may incur additional charges. Such additional charges shall be equal to the actual cost incurred by PARI (over and above non-rush order costs) due to such rush order.
Appears in 1 contract
Samples: Distribution Agreement (Therapeutic Antibodies Inc /De)
Subsequent Purchase Orders. (a) PARI shall supply PARI Products to INSMED Serendex in accordance with the terms and conditions of this Agreement, and in accordance with the purchase orders submitted to PARI by INSMED Serendex (the “Purchase Orders”). Each Purchase Order shall include item numbers and quantity, delivery location(s), contact information and shipment date(s). PARI shall ship the quantity of PARI Products specified in each Purchase Order no less than [***] one hundred twenty (120) days after the date and confirmation of such Purchase Order by PARI, unless otherwise agreed to by PARI and INSMEDSerendex; provided, however, that no such Purchase Purchaser Order shall have a shipment date prior to the [***] 120th day following the date of receipt by shipment of PARI of Products ordered in the Initial Purchase Order. PARI shall accept all Purchase Orders for quantities of PARI Products that are set forth in the most recent Forecast for the applicable time period, and PARI shall use commercially reasonable efforts to accept and fill Purchase Orders placed by INSMED Serendex that are [***] in excess of the forecasted quantities for such time period. PARI shall notify INSMED Serendex within [***] 10 Business Days if it cannot meet the requested shipment date for the [***]excess quantities; provided, however that failure by PARI to fulfill such [***] excess quantities shall not be deemed a breach under this Agreement. Any special or customized labeling or shipment requirements will need to be discussed and agreed to by the Parties along with any associated extensions of timelines and added costs billed to Serendex.
(b) PARI’s sale of PARI Products hereunder shall be subject to the terms and conditions of this Agreement and not to any terms and conditions stated on any Purchase Order, PARI’s written acceptance of a Purchase Order or other document not effectively amending this Agreement, except insofar as such Purchase Order or other document establishes the quantity, delivery date, specific shipping requirements and destination of shipment of PARI Products ordered. Any additional, inconsistent or different terms and conditions contained in such other documents are hereby expressly rejected.
(c) Rush orders for PARI Products requesting a delivery date sooner than [***] one hundred twenty (120) days after the date of such Purchase Order (other than the Initial Purchase Order) are subject to PARI’s acceptance and written confirmation and may incur additional charges. Such additional charges shall be equal to the actual cost incurred by PARI (over and above non-rush order costs) due to such rush order.
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Samples: Commercial Supply Agreement (Mast Therapeutics, Inc.)
Subsequent Purchase Orders. (a) PARI shall supply PARI Products to INSMED RAPTOR in accordance with the terms and conditions of this Agreement, and in accordance with the purchase orders submitted to PARI by INSMED RAPTOR (the “Purchase Orders”). Each Purchase Order shall include item numbers and quantity, delivery location(s), contact information and shipment date(s). PARI shall ship the quantity of PARI Products specified in each Purchase Order no less than [***] days after the date and confirmation of such Purchase Order by PARI, unless otherwise agreed to by PARI and INSMEDRAPTOR; provided, however, that no such Purchase Order shall have a shipment date prior to the [***] day following the shipment date of receipt by PARI of on the Initial Purchase Order. PARI shall accept all Purchase Orders for quantities of PARI Products that are set forth in the most recent Forecast for the applicable time period, and PARI shall use commercially reasonable efforts to accept and fill Purchase Orders placed by INSMED RAPTOR that are [***] in excess of the forecasted quantities for such time period. PARI shall notify INSMED RAPTOR within [***] Business Days business days if it cannot meet the requested shipment date for the [***]excess quantities; provided, however that failure by PARI to fulfill such [***] excess quantities shall not be deemed a breach under this Agreement. Any special or customized labeling or shipment requirements will need to be discussed and agreed to by the parties along with any associated added costs billed to RAPTOR. In the event of any supply interruption or inadequate quantities of the PARI Products available to fulfill RAPTOR’s requirements, PARI shall provide to RAPTOR such quantity of PARI Products that equal RAPTOR’s pro rata portion of all available quantities of devices, nebulizers or any related accessories, as applicable, based on then-pending forecasts of all PARI customers.
(b) PARI’s sale of PARI Products hereunder shall be subject to the terms and conditions of this Agreement and not to any terms and conditions stated on any Purchase Order, PARI’s written acceptance of a Purchase Order or other document not effectively amending this Agreement, except insofar as such Purchase Order or other document establishes the quantity, delivery date, specific shipping requirements and destination of shipment of PARI Products ordered. Any additional, inconsistent or different terms and conditions contained in such other documents are hereby expressly rejected.
(c) Rush orders for PARI Products requesting a delivery date sooner than one [***] days after the date of such Purchase Order (other than the Initial Purchase Order) may incur additional charges. Such additional charges shall be equal to the actual cost incurred by PARI (over and above non-rush order costs) due to such the rush order.
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Samples: Commercial Supply Agreement (Raptor Pharmaceutical Corp)
Subsequent Purchase Orders. (a) PARI shall supply PARI Products Searxx xxx revise the amount of Antidote estimated in any Forecast, until one year prior to INSMED the start of the calendar quarter in accordance with which the terms and conditions of this Agreement, and in accordance with the purchase orders submitted forecast purchases are to PARI by INSMED be made (the “"Purchase Orders”Period"). Each One year prior to the start of the Purchase Period, Searxx xxxll submit a Purchase Order indicating the amount of Antidote which it thereby commits to purchase from TAb within one (1) year from the start of such Purchase Period. The quantity of Antidote to be ordered pursuant to a Purchase Order shall include item numbers and quantity, delivery location(snot be less than seventy-five percent (75%), contact information and shipment date(s). PARI shall ship nor greater than one hundred twenty-five percent (125%) of the quantity of PARI Products specified indicated in each Purchase Order no less than [***] days after the date and confirmation of such Purchase Order by PARI, unless otherwise agreed to by PARI and INSMEDForecast; provided, however, that no TAb shall use its commercially reasonable best efforts to increase TAb's production capacity and its best efforts to supply the Antidote for orders by Searxx xx excess of such amounts. In order to address any order in excess * Confidential treatment requested. Omitted material filed separately. of one hundred twenty-five percent (125%) of the amount indicated in the Forecast, the Parties shall discuss in good faith methods and the cost of increasing TAb's production capacity. TAb shall consent to undertake such commercially reasonable measures as are agreed upon by the Parties in order to increase production capacity. Any such agreed measures will be set forth in a writing executed by both parties. Each Purchase Order shall have be accompanied by a shipment date prior to the [***] day following the date payment of receipt by PARI of the Initial Purchase Order. PARI shall accept all Purchase Orders for quantities of PARI Products that are set forth in the most recent Forecast for the applicable time period* , and PARI shall use commercially reasonable efforts to accept and fill Purchase Orders placed by INSMED that are [***] of the forecasted quantities a requested delivery schedule for such time period. PARI shall notify INSMED within [***] Business Days if it cannot meet the requested shipment date for the [***]; providedAntidote, however that failure by PARI to fulfill such [***] which shall not be deemed a breach under this Agreement.
(b) PARI’s sale of PARI Products hereunder shall be subject to the terms and conditions of this Agreement and not to any terms and conditions stated on any Purchase Order, PARI’s written acceptance of a Purchase Order or other document not effectively amending this Agreement, except insofar as such Purchase Order or other document establishes the quantity, delivery date, specific shipping requirements and destination of shipment of PARI Products ordered. Any additional, inconsistent or different terms and conditions contained in such other documents are hereby expressly rejected.
(c) Rush orders for PARI Products requesting a delivery date commence sooner than [***] days after one (1) year from the date of such Purchase Order (other than the Initial Purchase Order) may incur additional charges. Each such payment shall be nonrefundable except as set forth in Section 14.4, Section 14.6, and Section 2.2. Such additional charges purchase orders and any acknowledgment thereof, whether printed, stamped, typed, or written shall be equal to governed by the actual cost incurred by PARI (over terms of this Agreement, and above non-rush order costs) due to none of the provisions of such rush orderpurchase orders or acknowledgments shall be enforceable except those specifying quantity ordered, delivery dates, and invoice information, and only if such provisions do not conflict with the terms hereof.
Appears in 1 contract
Samples: Antibody Development and Supply Agreement (Therapeutic Antibodies Inc /De)