SUPPLIER’S DUTIES. SUPPLIER shall:
(a) Ship all Products as directed by DISTRIBUTOR in accordance with the following:
(1) All Products shipped by SUPPLIER shall be shipped FOB Ex-Works to DISTRIBUTOR’s designated location(s) within the Territory via DISTRIBUTOR’s specified carriers (DISTRIBUTOR shall enter into and bear the costs relating to the contract of carriage). in accordance with DISTRIBUTOR’s most recently published routing guides and Global Logistics Delivery Requirements.
(2) For all shipments, any applicable UPS (or any successor or alternative shipper utilized by DISTRIBUTOR) accessorial charges shall be borne by the DISTRIBUTOR.
(3) Title of all Products and risk of loss will pass to DISTRIBUTOR upon SUPPLIER’s delivery of such Products to the carrier. Proof of delivery will be required upon DISTRIBUTOR’s request.
(4) Any deviation from the delivery terms of this Section 6(a) must be agreed upon in writing by authorized representatives of both SUPPLIER’s and DISTRIBUTOR’s Transportation Departments, respectively, prior to shipment. Failure by SUPPLIER to comply with DISTRIBUTOR’s most recently published routing guides and Global Logistics Delivery Requirements may result in freight, handling and administrative chargebacks.
(5) For all export shipments, cross border shipments, and shipments to Puerto Rico, SUPPLIER shall furnish a Shippers Export Declaration, commercial invoice, and Product HTS number to DISTRIBUTOR.
(6) SUPPLIER will drop ship directly to DISTRIBUTOR’s customers as requested by DISTRIBUTOR within 45 days of date of accepted written order (unless different terms are expressly agreed upon in the acceptance of any such order), at no incremental expense to DISTRIBUTOR. Any Product shipped directly by SUPPLIER to any customer at DISTRIBUTOR’s request shall have a minimum of 85% remaining shelf life, if applicable.
(b) Pack, package, xxxx and otherwise prepare all Products for shipment in accordance with the standards of the International Safe Transit Association and good commercial practice, acceptable to common carriers for shipment, and adequate to insure their safe arrival at the ultimate destination. SUPPLIER shall xxxx all containers with necessary lifting, handling and shipping information, purchase order number, date of shipment and the names of SUPPLIER and DISTRIBUTOR.
(c) Promptly furnish to DISTRIBUTOR, when reasonably requested from time to time, at SUPPLIER’s cost, reasonable quantities of original factory outer cartons and packaging mat...
SUPPLIER’S DUTIES. 2.1 The Supplier will:
a. supply the Goods and/or the Services as the case may be, in accordance with the terms and conditions set out in this Agreement;
b. carry out the Works in a proper and workmanlike manner, with all due care, skill and diligence, competently and to the reasonable satisfaction of CMW;
c. satisfy itself that all investigations and enquiries necessary have been made, including, without limitation, services detection, hand excavation and document searches, to the full extent necessary to prevent loss or damage;
d. comply with any drawings, specifications and any reasonable instructions given by CMW;
e. comply with all relevant laws, codes and industry recognised standards and agreements;
f. complete the Works within the time stated above, unless otherwise agreed by CMW in writing and in any event, in a timely manner;
g. where Goods are required to be delivered, deliver such Goods by the time specified in the Purchase Order;
h. not subcontract the Works, the Services or the supply of the Goods as the case may be or any part thereof, without the prior written consent of CMW;
i. comply with all occupational health and safety laws, regulations and requirements and generally carry out the Works in a manner which ensures the safety and protection of all persons, property, plant and equipment at all times; and
j. undertake to CMW that it will complete the Works using its own or hired, properly maintained and safe equipment.
SUPPLIER’S DUTIES.
5.1. The Supplier shall supply the Goods and provide the Services to the Company’s satisfaction and in accordance with the terms of this Agreement (including the Goods and Services Description) and the relevant Work Instruction(s).
5.2. Without prejudice to Clause 7.1 (Quality) and its other obligations under and/or pursuant to this Agreement (including its obligations set out in each Work Instruction), the Supplier shall:
5.2.1. comply with any service levels and/or key performance indicators for provision of the relevant Goods and/or Services that are set out in the Goods and Services Description, the relevant Goods Order and/or the relevant Work Instruction;
5.2.2. provide such general advice, assistance and information in relation to the Goods and the Services as the Company may reasonably require, and shall comply with all reasonable requests and directions of the Company in connection with the Goods and the Services, including any instructions by the Company to provide all or part of the Goods and/or the Services to any ScottishPower Group Company and/or the Company’s or any ScottishPower Group Company’s authorised contractors, consultants and/or agents;
5.2.3. without prejudice to Clause 9 (Delays) and Clause 24.1.5 (Termination Rights), comply with any timescales for performance of its obligations as set out in the Goods and Services Description, the relevant Work Instruction and/or as may be otherwise be directed by the Company from time to time;
5.2.4. provide the Services at the relevant premises or location(s) specified in the Goods and Services Description or the relevant Work Instruction (as applicable) and/or at such other premises or locations as the Company may reasonably direct from time to time;
5.2.5. provide the Services during the hours of work specified in the Goods and Services Description or the relevant Work Instruction (as applicable) and/or during such other hours as the Company may reasonably direct from time to time;
5.2.6. provide and manage all personnel, equipment, tools, plant, materials, vehicles and such other items as are required by the Supplier to supply the Goods and provide the Services;
5.2.7. use all reasonable endeavours to promote and protect the interests of the Company and the ScottishPower Group Companies in connection with the supply of the Goods and the provision of the Services; and
5.2.8. provide the Company (in a timely manner) with such assistance and information as the Company may reasonably require ...
SUPPLIER’S DUTIES. 5.1. The Supplier shall provide the Services and deliver the Deliverables to the Company’s satisfaction and in accordance with the terms of this Agreement (including the Core Services Description) and the relevant Work Instruction(s).
5.2. Without prejudice to Clause 7.1 (Quality of Service) and its other obligations under and/or pursuant to this Agreement (including its obligations set out in each Work Instruction), the Supplier shall:
5.2.1. comply with any service levels and/or key performance indicators for provision of the relevant Services that are set out in the Core Services Description and/or the relevant Work Instruction;
5.2.2. provide such general advice, assistance and information in relation to the Services as the Company may reasonably require, and shall comply with all reasonable requests and directions of the Company in connection with the Services, including any instructions by the Company to provide all or part of the Services to any ScottishPower Group Company and/or the Company’s or any ScottishPower Group Company’s authorised contractors, consultants and/or agents;
5.2.3. without prejudice to Clause 9 (Delays) and Clause 24.1.5 (Termination Rights), comply with any timescales for performance of its obligations as set out in the Core Services Description, the relevant Work Instruction and/or as may be otherwise be directed by the Company from time to time;
5.2.4. provide the Services at the relevant premises or location(s) specified in the Core Services Description or the relevant Work Instruction (as applicable) and/or at such other premises or locations as the Company may reasonably direct from time to time;
5.2.5. provide the Services during the hours of work specified in the Core Services Description or the relevant Work Instruction (as applicable) and/or during such other hours as the Company may reasonably direct from time to time;
5.2.6. provide and manage all personnel, equipment, tools, plant, materials, vehicles and such other items as are required by the Supplier to provide the Services;
5.2.7. use all reasonable endeavours to promote and protect the interests of the Company and the ScottishPower Group Companies in connection with the Services; and
5.2.8. provide the Company (in a timely manner) with such assistance and information as the Company may reasonably require in order to perform its obligations under this Agreement.
5.3. The Supplier acknowledges and agrees that it has (or shall prior to the date of execution of th...
SUPPLIER’S DUTIES. During performance of this Contract the Supplier proceeds independently. If the Supplier receives instructions from the Buyer, the Supplier shall follow such instructions unless these are against the law or in contradiction to this Contract. If the Supplier finds out or should have found out if professional care was exercised that the instructions are for any reason inappropriate or illegal or in contradiction to this Contract, then the Supplier must notify the Buyer. The Supplier is not obliged to accept instructions if their implementation would increase costs of the Supplier in not only negligible extent or would prevent the Supplier from timely delivery of the Object of Purchase. In such cases an amendment hereto shall be concluded dealing with Purchase price increase or deadlines extension. The Parties might modify Annex No 1 hereto (Technical specification) by mutual written agreement of their duly authorized representatives if such modification secures a more suitable technical solution and if such modification does not increase the Purchase Price nor prevents the Supplier from timely delivery. In case of Purchase Price increase/ decrease or necessity of additional time an amendment hereto shall be concluded.
SUPPLIER’S DUTIES. 6.1 The Supplier shall ensure that the Object of Purchase and Related Activities are in compliance with this Contract including all its annexes.
6.2 During performance of this Contract the Supplier proceeds independently. If the Supplier receives instructions from the Buyer, the Supplier shall follow such instructions unless these are against the law or in contradiction to this Contract. If the Supplier finds out or should have found out if professional care was exercised that the instructions are for any reason inappropriate or illegal or in contradiction to this Contract, then the Supplier must notify the Buyer.
SUPPLIER’S DUTIES. ENZO shall:
a. promptly ship to all BAXTER distribution centers in accordance with the shipping instructions (compatible with ENZO's shipping policy and PRODUCT stability) specified in XXXXXX'x purchase orders, collect, F.O.B. origin, with carrier to xxxx third party freight charges to Xxxxxx Healthcare Corporation, Scientific Products freight payment, X.X.Xxx 000, Xxxxxxxxx, Xxxxxxxx 00000. All direct (drop) shipments to XXXXXX'x customers by ENZO shall be F.O.B. destination, Prepaid and Add. Baxter reserves the right to determine the carriers to be selected for shipment to its customers (compatible with ENZO's shipping policy and PRODUCT stability);
b. adequately package and deliver the PRODUCTS, using those references to and trademarks of BAXTER as BAXTER shall specify in writing;
c. execute and comply with the provisions of XXXXXX'x Continuing Guaranty, a copy of which is attached hereto as EXHIBIT C.
SUPPLIER’S DUTIES. SUPPLIER shall:
a. Promptly ship Products to CARDINAL HEALTH facilities, F.O.B. Chino, California, U.S.
b. Maintain [*****] Fill Rate (defined below) on all orders for Products. Fill Rate is defined as the quantity of Products meeting the warranty requirements set forth in Section 8 below actually shipped as of the delivery date set forth in CARDINAL HEALTH’s purchase order, divided by the quantity of Products that should have been shipped in accordance with that purchase order. CARDINAL HEALTH will measure the Fill Rate with respect to each purchase order it submits to SUPPLIER. If SUPPLIER fails to meet the Fill Rate with respect to a purchase order, CARDINAL HEALTH may invoice and collect from SUPPLIER an amount equal to any expedited shipping costs, customer penalties, or other costs actually incurred by CARDINAL HEALTH as a result of such Fill Rate failure. If SUPPLIER fails to maintain a [*****] Fill Rate for a 90 day consecutive time period (excluding from the calculation of Fill Rate delivery delays caused by manufacturer backorders and Products for which CARDINAL HEALTH’s actual usage in the prior 30 day time period exceeds [*****] of CARDINAL HEALTH’s average monthly usage during the prior [*****] months),. CARDINAL HEALTH shall notify SUPPLIER in writing and SUPPLIER shall have sixty (60) days to bring such Fill Rate up to [*****]. After such sixty (60) day period, CARDINAL HEALTH may terminate this Agreement upon written notice to SUPPLIER.
c. Notify CARDINAL HEALTH immediately in writing should SUPPLIER become aware of any defect or condition which may render any of the Products in violation of the Food, Drug and Cosmetic Act or any other applicable law. ***** CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
d. Upon request, provide CARDINAL HEALTH with the following records for the Products: (i) Product specifications; (ii) if the Products are not manufactured directly by SUPPLIER, the name and address of the actual manufacturer of the Products and the location(s) where the Products are manufactured; and (iii) Quality control specifications to include testing methods, sampling procedures, and acceptance levels. In addition, SUPPLIER will not make any change in the manufacture, assembly, or labeling process of the Products which could reasonably be expected to adversely affect the quality of the Products and/or change the location where Products are manufactured without CARDIN...
SUPPLIER’S DUTIES. 6.1. Supplier shall ready goods for shipment, pack and deliver goods to Company’s designated carriers in accordance with Customer’s order and reasonable shipping schedule..
6.2. Supplier shall ensure that all Products shall have a shelf life of at least 18 months at its time of delivery to Company or Company’s designee. Product with an expiration date shall have an expiration date of 18 months or greater from the date of delivery to Company or Company’s designee.
6.3. Supplier shall refrain from modifying the Products or the key components except if required by the FDA or other government agencies, including, (i) composition or source of any raw material or components; (ii) method of producing or testing Product; (iii) change in subcontractors or suppliers for producing, obtaining, processing, or testing; and (iv) site of manufacture, unless it first receives Company’s written consent for such modifications.
6.4. If Company receives a material number of complaints from Company’s customer that relate to Products not performing to Company’s specifications or being otherwise nonconforming, the Supplier is responsible to investigate and report the accuracy of the complaints. A material number of customer complaints, means a number of complaints equal to 6% or more of the rolling average of purchases of such Products over the past two months.
6.5. Supplier shall offer Company the right to be the exclusive distributor of any improvement to Product or any product that could be competitive to Product before offering it to any other person or company for distribution. If Company accepts such improved or new product as its exclusive distributor, the terms of this Master Agreement shall apply, subject to Parties’ mutual agreement to the prices for such improved or new product.
6.6. Supplier shall maintain the Mandatory Fill Rate on all orders for Products. If Supplier fails to meet the Mandatory Fill Rate by the Delivery Date, Company may charge and Supplier will pay Company a delinquency charge for each day that the Mandatory Fill Rate for the respective purchase order remains unsatisfied. The delinquency charges shall be determined on the basis of the following schedule based on a standard lead time of 60 days for all products: Days Delinquent Daily Penalty 1st through 14th day delinquent % 2 15th through 30th day delinquent % 5 31st day and any day thereafter % 10
6.7. If due to a delay in Product delivery or nonconforming Product quality, Company deems it necessa...
