Common use of Supply of Products Clause in Contracts

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. ‌‌ 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 Irish Standards, European Standards or International Standards applicable in the UK Ireland and the country or State where the Products are to be used; and (h) in the case of Products containing food stuffsfoodstuffs, 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. ‌‌ 3.1 The Supplier represents and warrants that the Products shallthat: (a) correspond The Products are provided in accordance with their description and the Contract including any applicable Product Specification;Timelines, Specifications and ICON’s written instructions and Supplier shall perform its activities under the Contract with the best care, skill and diligence in accordance with best practice. (b) conform in all respects with the Order and any relevant sample; (c) Products shall be of satisfactory quality and fit for any purpose held out by the Supplier or made known to the Supplier by OrnuaICON, expressly or by implication, and in this respect Ornua ICON relies on the Supplier's skill and judgementjudgment; (dc) the Products shall 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, will 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 deliveryworkmanship; (fd) it shall co-operate with ICON in all matters relating to the Contract. (e) it and the Products comply with all applicable statutory and regulatory requirements including relating to the manufacture, labelling, packaging, storage, handling and delivery of the Products;‌Products; (f) the Products shall be free from any claims by third parties; (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 at all times all the licences, permissions, authorisations, consents and permits needed that it needs 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 (h) it shall use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Supplier's obligations are fulfilled in accordance with this Contract; (i) It shall hold all materials, equipment and tools, drawings, specifications, information and data supplied by/ on behalf of ICON to the Supplier (ICON Materials) in safe custody at its own risk, maintain ICON Materials in good condition until returned to ICON, and not dispose or use the ICON Materials other than in accordance with ICON's written instructions or authorisation; (j) It shall observe all health and safety rules and regulations and any other security requirements that apply at any of Supplier’s and/or ICON's premises and/or ICON Materials and/or Products; (k) it shall not do or omit to do anything which may cause ICON to lose any licence, authority, consent or permission upon which it relies for the purposes of conducting its business, and the Supplier acknowledges that ICON may relies or act on the delivery of proper Products. (l) Receipt dates for the Products and Timelines are firm and TIME IS OF THE ESSENCE WITH RESPECT TO RECEIPT OF GOODS AND PERFORMANCE OF THE SERVICES. (m) In respect of Goods, the Goods remain fully functional and operational for the longer of twelve months or the manufacturers’ warranty period, following delivery and acceptance of said Goods by ICON. Subject to the foregoing, Supplier shall pass to ICON any and all manufacturers’ warranties. 3.2 ICON shall have the right to inspect and test the Products and all materials, equipment and facilities utilized by Supplier in providing the Products for ICON at any time before deliveryduring the term of the Contract and five (5) years thereafter or longer if required by applicable law. The If following such inspection or testing ICON considers that the Products do not conform or are unlikely to comply with the Contract, ICON shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure compliance. 3.3 Notwithstanding any such inspection or testing, 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 , and ICON shall have the Products do not comply or are unlikely right 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. 3.4 Supplier will maintain an appropriate quality control system that is acceptable to ICON and will keep records of all quality related issues (including inspection and testing data) during the term of this Contract and for five (5) years, or longer as required under applicable law, after the termination or expiration of the Contract. If requested by ICON, Supplier will provide ICON a certificate of quality analysis or quality reports.

Supply of Products. ‌‌ 3.1 4.1 The Supplier warrants Contractual Partner shall ensure that the Products shall: (a) 4.1.1 correspond with their description and any applicable Product Specificationspecification; (b) conform in all respects with the Order and any relevant sample; (c) 4.1.2 be of satisfactory quality (within the meaning of the Sale of Products Act 1979) and fit for any purpose held out by the Supplier Contractual Partner or made known to the Supplier Contractual Partner by OrnuaX. Xxxxx, expressly or by implication, and in this respect Ornua X. Xxxxx relies on the SupplierContractual Partner's skill and judgementjudgment; (d) be manufactured by properly trained and qualified personnel using all reasonable skill, care and diligence and in a good and workmanlike manner;‌ (e) 4.1.3 where they are manufactured productsapplicable, 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;; and (f) 4.1.4 comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Products;‌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 4.2 The Supplier Contractual Partner shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits needed that it needs to carry out its obligations under the Contract Agreement in respect of the supply of Products. Breach of this Condition shall be deemed a material breach of the Contract. 3.3 Ornua may 4.3 X. Xxxxx shall have the right to inspect and test the Products at any time before delivery. The Supplier . 4.4 If following such inspection or testing X. Xxxxx considers that the Products do not conform or are unlikely to comply with the Contractual Partner’s undertakings at clause 4.1, X. Xxxxx shall inform the Contractual Partner and the Contractual Partner shall immediately take such remedial action as necessary to ensure compliance. 4.5 Notwithstanding any such inspection or testing, the Contractual Partner 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 SupplierContractual Partner's obligations under the Contract. 3.4 If following such inspection or testing Ornua considers that Agreement, and X. Xxxxx shall have the Products do not comply or are unlikely right 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 Contractual Partner has carried out its remedial actions. 4.6 Following inspection, X. Xxxxx reserves the right to reject any Products which do not conform with the requirements of the Agreement, in full or in part. 4.7 If Products are imported into the UK under this Agreement, title shall pass to X. Xxxxx at the point of export and risk shall pass upon delivery. In all other cases, risk and title shall pass to X. Xxxxx upon delivery. 4.8 If Goods are being imported from outside of the UK, X. Xxxxx will inform the Contractual Partner of the Incoterms® which will apply to the relevant delivery. In the absence of any such notification from X. Xxxxx DAP of Incoterms® 2020 will apply.

Supply of Products. ‌‌ 3.1 The Supplier warrants that Calder shall use its reasonable endeavours to supply the Products shall:to DesalCo in accordance with DesalCo’s orders from time to time and to deliver the same in accordance with DesalCo’s directions. (a) correspond with their description 3.2 Calder shall not be under any obligation to continue the manufacture of all or any of the Products, and any applicable Product Specification; (b) conform in all respects with the Order and any relevant sample; (c) shall be of satisfactory quality and fit for any purpose held out by the Supplier or made known entitled to make such alterations to the Supplier by Ornuaspecifications of the Products as it may think fit from time to time and may, expressly as it thinks fit from time to time, change, amend or by implication, and replace any trademark used 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 relation to the manufactureProducts (including, labellingwithout limitation, 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 ContractTrade Marks). 3.3 Ornua may inspect The prices for each order of Products to be supplied under this Agreement shall be at least as good as and test shall not be more than the lowest price charged by Calder for comparable orders of Products by other persons. 3.4 Each order for Products by DesalCo shall be in writing and shall constitute a separate contract and payment for such Products shall be made by DesalCo without deduction or set-off. The standard terms and conditions of sale of Calder from time to time shall apply to all sales of the Products at to DesalCo under this Agreement except to the extent that any time before deliveryof the same is inconsistent with any of the provisions of this Agreement, in which case the latter shall prevail, and subject to any modifications thereto agreed to in writing between DesalCo and Calder. 3.5 Prior to acceptance of an order, DesalCo shall provide Calder with comprehensive accurate drawings and plans showing the manner in which Products will be incorporated into and installed in the relevant desalination plant. The Supplier DesalCo shall remain fully give due regard to any observations or comments made by Calder in relation thereto provided that Calder shall not thereby incur any liability to DesalCo. Calder’s observations and comments shall be limited to compatibility of the Products with the relevant desalination plant. Save as agreed in writing by Calder, Calder shall not be liable or responsible for the Products despite design, operation or functioning of any such inspection or testing and any such inspection or testing shall not reduce or otherwise affect the Supplier's obligations under the Contractdesalination plants. 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. ‌‌ 3.1 The 2.1 Supplier warrants agrees to supply RDG with the following product: nanocrystalline [* * *] Supplier agrees that RDG’s Affiliates may order Products directly from Supplier under this Supply Agreement, and request that the Products be shipped F.O.B. Romeoville directly to such Affiliate together with the appropriate invoices. [* * *] CONFIDENTIAL TREATMENT REQUESTED-This confidential portion has been omitted from this document and filed separately with the Commission. 2.2 At all times during the term of this Supply Agreement, Supplier undertakes to hold and maintain in good standing all required and advisable authorizations and permits to manufacture and supply the Product hereunder, from the authorities of the country in which production is performed. Supplier shall inform RDG promptly in the event any such authorization or permit is not obtained in a timely manner or is withdrawn or is threatened to be withdrawn. 2.3 If Supplier becomes unable to supply the quantity of Products ordered by RDG for a period of six (6) consecutive months for any reason whatsoever, Supplier shall: , at the request of RDG, (a) correspond with their description use its best efforts to manufacture the Product, and any applicable Product Specification; (b) conform in all respects with make reasonable efforts to have the Order and any relevant sample; Product manufactured at the plant of a third party acceptable to Supplier. Supplier shall inform RDG promptly after Supplier determines that its supply of Products ordered by RDG will be delayed for more than three (c3) be of satisfactory quality and fit consecutive months. In the event that Supplier is unable, or notifies RDG that it is unable, for any purpose held out by reason (except bankruptcy) to supply the Supplier aforementioned quantities for a total period of twelve (12) consecutive months, RDG shall be entitled to terminate this Supply Agreement pursuant to Article 9.2. 2.4 Each party acknowledges that Products shipped under this Agreement may be subject to export control laws and export or made known import regulations. Each party is responsible for and agrees 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 strictly 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 such laws and regulations and best industry practice.‌ 3.2 The Supplier shall ensure acknowledges that at all times it has and maintains all licencesthe responsibility to obtain licenses to export, permissionsre-export, authorisations, consents and permits needed or import as may be required. In any case Supplier has to carry out its obligations under inform RDG about the Contract in respect respective numbers/codes of the supply of ProductsProducts according to the EU Dual Use List and/or the US Commerce Control List or any other EU and US export control regulation e.g. Weapons- or Munitions List etc. Breach of this Condition Further, supplier shall be deemed a material breach notify RDG about the percentage (%) of the ContractUS originated contents in the Products. 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. ‌‌4.1 Subject as provided in Clauses 2.5(a) and 4.2, the Supplier shall use its best endeavours to supply the Products to the Distributor in accordance with the Distributor's orders. 3.1 4.2 The Supplier warrants that shall not be under any obligation to continue to supply or procure the manufacture of all or any of the Products, and shall be entitled to make such alterations to the specifications of the Products as it may think fit and to withdraw from sale any Product at any time and in its absolute discretion. 4.3 Each order for the Products shall constitute a separate contract, and any default by the Supplier in relation to anyone order shall not entitle the Distributor to treat this Agreement as terminated. 4.4 The Distributor shall, in respect of each order for the Products to be supplied hereunder, be responsible for: (a) correspond with their description and any applicable Product Specificationensuring the accuracy of the order; (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 providing the Supplier or made known with any information which is necessary in order to enable the Supplier by Ornuato fulfill the order and to comply with all labeling, expressly or by implicationmarketing and other applicable legal requirements in the Territory; and 4.5 The Distributor shall give the Supplier not less than 3 months' written notice of its estimated requirements of the Products for each month, and shall promptly notify the Supplier of any changes in this respect Ornua relies on circumstances which may affect its requirements. 4.6 Upon receipt and confirmation of each order the Supplier shall as soon as is practicable inform the Distributor of 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 estimated delivery date 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 deliveryconsignment. The Supplier shall remain fully responsible for use all reasonable endeavours to meet the Products despite any such inspection or testing and any such inspection or testing delivery date, but time of delivery shall not reduce or otherwise affect be of 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 essence and accordingly the Supplier shall immediately take have no liability to the Distributor if, notwithstanding such remedial action as endeavours, there is necessary any delay in delivery. 4.7 The title to ensure compliance.‌ 3.5 Ornua may conduct further inspections and tests after any consignment of the Products shall not pass to the Distributor until the Supplier has carried out its remedial actionsreceived payment in full of the price of such Products. 4.8 Unless otherwise agreed in writing by the Supplier in respect of any Purchaser Order, all Products shall be delivered C.I.F. (Incoterms, 2000) to the Distributor's normal or designated point of shipment in the country of origin of the Products. Risk of loss of or damage to any consignment of the Products shall pass to the Distributor on delivery to the Distributor at the designated point of delivery. 4.9 The standard conditions of sale of the Supplier as amended by the Supplier from time to time ("Standard Terms of Sale" under Schedule 3) shall apply to all sales of the Products to the Distributor pursuant to this Agreement despite the terms of any purchase order or other document the Distributor may from time to time specify in respect of any purchase. If and to the extent that any of the Standard Terms of Sale or any provision of Incoterms is inconsistent with any of the provisions of this Agreement, the latter shall prevail. The Supplier shall give to the Distributor notice in writing of any change in such standard conditions of sale not less than three months prior to such change taking effect for the purposes of this Agreement.

Supply of Products. ‌‌ 3.1 The Supplier warrants that Calder shall use its reasonable endeavours to supply the Products shall:to DesalCo in accordance with DesalCo's orders from time to time and to deliver the same in accordance with DesalCo's directions. (a) correspond with their description 3.2 Calder shall not be under any obligation to continue the manufacture of all or any of the Products, and any applicable Product Specification; (b) conform in all respects with the Order and any relevant sample; (c) shall be of satisfactory quality and fit for any purpose held out by the Supplier or made known entitled to make such alterations to the Supplier by Ornuaspecifications of the Products as it may think fit from time to time and may, expressly as it thinks fit from time to time, change, amend or by implication, and replace any trademark used 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 relation to the manufactureProducts (including, labellingwithout limitation, 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 ContractTrade Marks). 3.3 Ornua may inspect The prices for each order of Products to be supplied under this Agreement shall be at least as good as and test shall not be more than the lowest price charged by Calder for comparable orders of Products by other persons. 3.4 Each order for Products by DesalCo shall be in writing and shall constitute a separate contract and payment for such Products shall be made by DesalCo without deduction or set-off. The standard terms and conditions of sale of Calder from time to time shall apply to all sales of the Products at to DesalCo under this Agreement except to the extent that any time before deliveryof the same is inconsistent with any of the provisions of this Agreement, in which case the latter shall prevail, and subject to any modifications thereto agreed to in writing between DesalCo and Calder. 3.5 Prior to acceptance of an order, DesalCo shall provide Calder with comprehensive accurate drawings and plans showing the manner in which Products will be incorporated into and installed in the relevant desalination plant. The Supplier DesalCo shall remain fully give due regard to any observations or comments made by Calder in relation thereto provided that Calder shall not thereby incur any liability to DesalCo. Calder's observations and comments shall be limited to compatibility of the Products with the relevant desalination plant. Save as agreed in writing by Calder, Calder shall not be liable or responsible for the Products despite design, operation or functioning of any such inspection or testing and any such inspection or testing shall not reduce or otherwise affect the Supplier's obligations under the Contractdesalination plants. 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. ‌‌ 3.1 The Supplier warrants that (Manufacture and Sale) C-D shall manufacture the Products shall:in strict accordance with (i) the Product Specifications and applicable Formula and (ii) applicable laws, regulations and guidelines. C-D shall thereafter sell those Products solely to A-B. C-D shall not sub-contract any part of the manufacture of the Products to a third party without the prior written consent of A-B, in which case C-D shall ensure that all Products manufactured by such third party are manufactured in strict accordance with the Product Specifications and that such third party otherwise fully and strictly complies with the obligations of C-D hereunder as if such third party was a party to this Agreement. ## 주의하여야 할 점은 물품의 일부라도 재위탁이 금지된다는 점입니다. 3.2 (Inspection by C-D) (aA) correspond C-D shall conduct a thorough inspection of the Products and their raw materials to ensure that they comply with their description the Product Specifications and the representations and warranties as stipulated in Article 12 below. Such inspection shall be performed, in strict compliance with (i) the internal original standard of C-D which shall not be less strict than the standard prevailing in the same industry in ________ and ________ as well as (ii) any applicable other standard which A-B may instruct to C-D in Product Specification;Specifications or otherwise from time to time, at each time (i) the raw materials are purchased, (ii) the manufacture of the Products is completed and (iii) the shipment of the Products is made, in each case in compliance with SCHEDULE 7. For each inspection, C-D shall provide A-B with the inspection certificate as provided in SCHEUDLE 7. (bB) conform C-D shall maintain true and accurate records in relation to the Products, containing all respects data necessary for the verification of compliance with (A) above, which it shall submit to A-B in the Order and any relevant sample;form of a report if so requested by A-B pursuant to Article 2.3 above. (cC) be In no way, shall the conduct of satisfactory quality the inspection of the raw materials and fit for the Products by C-D in accordance with this Article 3.2 relieve any purpose held out by the Supplier or made known obligations of C-D in respect to the Supplier by Ornua, expressly or by implication, representation and in this respect Ornua relies warranties concerning the Product. 3.3 (Execution of Agreement on Quality Control) C-D agrees that it will enter into the separate agreements on the Supplier's skill quality control with A-B which are required under the ________. ## 의약품 등 규제가 엄격한 제품에 대하여는 별도의 QC 계약이 필요할 수 있습니다. 3.4 (Prohibition of Sales to Third Party) C-D shall deliver and judgement;sell all Products it produces exclusively to A-B and shall not, directly or indirectly, sell, market, export or distribute any of the Products to any third party. Further, C-D shall not pledge or create any security interest on any part of the Products. ## 수탁제조자의 제3자에 대한 물품 판매 금지조항입니다. 3.5 (dSufficient Supply) C-D shall at all times ensure that a sufficient quantity (to be manufactured reasonably determined by properly trained and qualified personnel using all reasonable skill, care and diligence and C-D in a good and workmanlike manner;‌ (ediscretion) where they are manufactured products, be free from defects in designof ingredients, materials and workmanship finished Products are procured, manufactured and remain so for maintained as its inventory to meet the period set out in the Product Specification orneeds of A-B timely and efficiently. 3.6 (Prohibition of Supply of Products) C-D shall not, if none is specifieddirectly or indirectly, for at least 12 months after delivery; (f) comply with all applicable statutory and regulatory requirements relating to the manufacture, labellingsell, packagingmarket, storage, handling export or distribute any products that compete with the Products. 3.7 (Joint and delivery of the Products;‌ (gSeveral Liabilities) comply with all relevant standards including any UK Standards, European Standards or International Standards applicable in the UK C 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 D shall be deemed a material jointly and severally liable towards A-B in relation to any of their obligation hereunder and/or breach of the Contractsuch obligation. 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.