Supply of Products.
3.1 The Supplier warrants that the Products shall:
(a) correspond with their description and any applicable Product Specification;
(b) conform in all respects with the Order and any relevant sample;
(c) be of satisfactory quality and fit for any purpose held out by the Supplier or made known to the Supplier by Ornua, expressly or by implication, and in this respect Ornua relies on the Supplier's skill and judgement;
(d) be manufactured by properly trained and qualified personnel using all reasonable skill, care and diligence and in a good and workmanlike manner;
(e) where they are manufactured products, be free from defects in design, materials and workmanship and remain so for the period set out in the Product Specification or, if none is specified, for at least 12 months after delivery;
(f) comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Products;
(g) comply with all relevant standards including any UK Standards, European Standards or International Standards applicable in the UK and the country or State where the Products are to be used; and
(h) in the case of Products containing food stuffs, when delivered to Ornua, comply with all applicable food and hygiene legislation and regulations and best industry practice.
3.2 The Supplier shall ensure that at all times it has and maintains all licences, permissions, authorisations, consents and permits needed to carry out its obligations under the Contract in respect of the supply of Products. Breach of this Condition shall be deemed a material breach of the Contract.
3.3 Ornua may inspect and test the Products at any time before delivery. The Supplier shall remain fully responsible for the Products despite any such inspection or testing and any such inspection or testing shall not reduce or otherwise affect the Supplier's obligations under the Contract.
3.4 If following such inspection or testing Ornua considers that the Products do not comply or are unlikely to comply with the Supplier's undertakings at clause 3.1, Ornua shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure compliance.
3.5 Ornua may conduct further inspections and tests after the Supplier has carried out its remedial actions.
Supply of Products. (a) Cipher shall cause its Approved Manufacturer and Contract Finisher to Package the Product for Distributor. Distributor shall purchase from Cipher all of Distributor’s requirements for the Product in the Territory during the Term, pursuant to purchase orders submitted by Distributor or its affiliates to Cipher from time to time in accordance with Section 6.2.
(b) Cipher shall supply all Product under this Agreement to Distributor in the agreed upon dosage strengths, labelled package sizes and minimum batch requirements in accordance with the terms and conditions of this Agreement (including Schedule B and Schedule E). Cipher shall exercise Commercially Reasonable Efforts to deliver Product to Distributor that has a shelf life and expiration date of at least [***] (but in no event less than [***]) at the date of shipment (it being understood that the failure to have [***] shelf life is not a reason for a Rejection Notice pursuant to Section 6.7).
(c) Cipher and its Approved Manufacturer and its Contract Finisher shall be responsible for the purchase of adequate supplies of all materials, including raw materials, in accordance with the NDA and other filings with Regulatory Authorities for the Product as necessary to supply finished Product to Distributor in accordance to the Specifications and applicable Law.
(d) The Product shall be manufactured with Packaging as specified by Distributor acting reasonably, including (i) identifying Cipher’s Approved Manufacturer as the manufacturer of the Products and Distributor as the distributor thereof, (ii) bearing Distributor’s National Drug Code number, and (iii) including appropriate trademark notices. Within five (5) business days after the Effective Date, Distributor shall, at its sole cost and expense, provide Cipher with final specifications for such Packaging for the Products, including all necessary photo-ready artwork (or its substantial equivalent). Distributor, from time to time but not more than one (1) time per year, may update the Packaging specifications. Such updates shall be subject to the prior written approval of Cipher. Distributor shall, at Distributor’s expense, use Commercially Reasonable Efforts to secure any approvals required by the FDA or any other applicable Regulatory Authority to effect such revisions to the Packaging.
(e) All costs associated with initial packaging setup incurred by the Contract Finisher will be paid by Cipher and, promptly upon Cipher’s invoice with supporting detail...
Supply of Products. Distributor will place orders for the Products from time to time by written notice to Company or by such other method as agreed upon by the parties and Company will sell and supply all Products so ordered by Distributor. Except as otherwise expressly provided for herein, all of the terms and provisions appearing on the front and reverse sides of Distributor’s order forms (as revised by Distributor from time to time in its sole judgment) shall govern the sale by Company and the purchase by Distributor of the Products under this Agreement. With respect to all purchases by Distributor under this Agreement, the parties agree to comply with, be bound by and subject to all of said terms and provisions contained in said purchase order forms in addition to the following:
(a) Distributor will pay Company for conforming and non-defective Products sold hereunder based upon payment terms of “2% 20 net 45” days after the later of receipt of said conforming Products by Distributor or receipt by Distributor of Company’s invoice to Distributor for said conforming Products.
(b) Any sales taxes imposed by applicable governmental authorities on or measured by the transactions between Distributor and Company shall be paid by Distributor in addition to the prices invoiced. In the event Distributor is required to pay any other taxes, fees or charges, Company shall reimburse Distributor therefor.
(c) Distributor shall not be held responsible for any failure to pay resulting in whole or in part from riots or civil strife, or other disorders, wars, acts of enemies, strikes, labor conditions or restrictions, accidents, acts of Company, weather conditions, acts of God or by any other cause not within the control of Distributor.
(d) DISTRIBUTOR SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONTINGENT OR CONSEQUENTIAL DAMAGES OR EXPENSES OF ANY KIND OR CHARACTER.
(e) All sales of the Products hereunder shall be F.O.B. Distributor’s warehouse locations as designated by Distributor from order to order or as otherwise specified by Distributor or, if another method of delivery is specified by Distributor, the freight costs will be paid in accordance with standard Company freight policies. However, in all cases, Distributor reserves the right, in its discretion, to determine the exact method of shipment. Distributor reserves the right to require deliveries to be made in installments, all such installments to be separately invoiced and paid for when due in accordance with the terms hereo...
Supply of Products. During the term of this Agreement and any extension hereof, the Seller shall sell and supply the products as set out in Schedule 1 hereto (“Products”) to SiPM and SiPM shall buy from the Seller such Products on a non-exclusive basis. The specifications of the Products are set out in Schedule 2 hereto. A Supply Agreement is a document between two parties, a Supplier and a Purchaser. The Supplier can be an individual or business and is the party that " supplies," or sells, the goods to the Purchaser. The Purchaser can also be an individual or a business and is the party that purchases for its use the goods that the Supplier provides.
Supply of Products. In order to permit Reuters to distribute TSI Products in accordance with Sections 2.6(a) and 6.2, TSI shall promptly inform Reuters of the existence of each new TSI Product that TSI intends generally to make available, sell, embed, license, sublicense or distribute. At the same time that TSI makes such TSI Product available for sale or license to any Third-party, TSI shall also make such TSI Product, and true and correct copies of any related documentation and release notes, available to Reuters for distribution and sale by Reuters and Reuters Affiliates pursuant to Sections 2.6(a) and 6.2. TSI shall make TSI Products available to Reuters at least to the same extent such products are made available for sale or license to Third-parties (e.g., as indicated on TSI’s “Product Availability” chart).
Supply of Products. 8.1 ORTHO RESPONSIBILITY. ORTHO shall be solely responsible for making or having made PRODUCTS for DEVELOPMENT and commercialization. During DEVELOPMENT or commercialization of the PRODUCTS, the parties may agree that KOSAN shall manufacture and supply to ORTHO quantities of certain compounds.
Supply of Products. Except as set forth in Section 3.6.1, as between the Parties, subject to Section 3.8.1, Adapt shall have the sole responsibility for, at its expense, Manufacturing (or having Manufactured) and obtaining supply of naloxone (including all excipients) and devices (including packaging) for pre-clinical and clinical purposes and for commercial sale of Products by Adapt and its Affiliates and Commercial Sublicensees. Adapt shall use Commercially Reasonable Efforts to ensure that any agreement pursuant to which Adapt contracts with Third Parties for the supply of the device utilized by the Products and of finished Products may be assigned to Lightlake without such Third Party’s consent in the event that this Agreement is terminated.
Supply of Products. The Supply Agreement sets forth the terms and conditions for sale of Products by Biomatrix (or its Affiliates) to Wyeth.
Supply of Products. TheraSense shall be responsible for the ------------------ manufacture of FreeStyle Products for sale to Nipro.
Supply of Products. Upon installation (or delivery, as the case may be), other than as may be set forth herein, all Products will become the sole property of the Board. Vendor will supply the Products in a safe, thorough and timely manner. All Products will be supplied in accordance with the terms and provisions of this Agreement and to the satisfaction of the Board's CPO.
