SUPPLY OF THE PRODUCTS. 2.1 Qubit shall, during the Subscription Term, supply the Products on and subject to the terms of this Agreement. Qubit undertakes that the Products will be supplied with reasonable and professional skill and care and in accordance with the SLA and Privacy Policy, provided that such undertaking shall not apply to the extent of any non-conformance that is caused by use of the Products contrary to Qubit’s instructions, written or oral, or any modification or alteration of the Products or Script by a party other than Qubit or Qubit's duly authorised partners, contractors or agents. The Products are provided “as-is” subject to reasonable defect.
2.2 Customer shall (a) permit, assist and cooperate with Qubit to monitor Actual Pageview Data and/or Actual Transaction Data (as applicable) for the purpose of calculating the Subscription Fees; (b) provide Qubit with: (i) all necessary cooperation in relation to this Agreement; and (ii) all necessary access to such information as may be required in order to render and receive the Products, including access to Customer Data, security access information and configuration settings and services; (c) comply with all applicable laws and regulations of any government agency with respect to its activities under this Agreement; (d) carry out all of its responsibilities set forth in this Agreement in a timely and efficient manner. If there are delays in Customer's provision of any assistance or information as agreed by the parties, Qubit may adjust any agreed upon timetable or delivery schedule as reasonably necessary to compensate for such delay; and (e) be solely responsible for: (i) procuring and maintaining Customer’s computer devices, network connections and telecommunications links, and the security thereof; (ii) all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to Customer’s own network connections or telecommunications links or caused by the internet; and (iii) all uses of Customer’s account. Customer agrees to ensure that its network and systems (including its internet browser) comply with the specifications provided by Qubit as modified or amended. Although Qubit has no obligation to monitor Customer’s use of the Products, Qubit may do so and may prohibit any use of the Products it believes may be (or is alleged to be) in violation of this Agreement.
2.3 Customer agrees that Qubit is not responsible for any delays, delivery failures, or any other loss or damage ...
SUPPLY OF THE PRODUCTS. Before the [***], STADA and ALVOTECH agree and undertake to each other to enter into a Supply Agreement which shall incorporate the following commitments:
10.1 STADA is committed to and shall ensure that its Affiliates purchase their total demand of the Products according to the Dossier(s) as Finished Product exclusively from ALVOTECH for a term of [***] after Launch of the first strength of the Product in the Territory on a country-by-country basis (“Exclusive Purchase Obligation”);
10.2 ALVOTECH will constantly manufacture and deliver the Product according to current EU GMP provisions, the Dossier and the Product specifications;
10.3 ALVOTECH will support STADA by using its commercially reasonable efforts to gain the import licence for the Products in case of manufacture in a country not belonging to the European Union, if applicable;
10.4 The prices for the Products supplied to STADA, its Affiliates and/or Distributors as Finished Product will be the greater of (a) [***] percent ([***]%) of STADA’s or STADA’s Affiliates’ (as applicable) Net Selling Price in the respective country of the Territory or (b) the Floor Prices as stated in Annex 1;
10.5 The Exclusive Purchase Obligation shall terminate automatically in case the Supply Agreement terminates or as otherwise agreed in the Supply Agreement, including in the event any competent authority finds the Exclusive Purchase Obligation in such country to be invalid or unenforceable;
10.6 With regard to the countries of the Territory with Exclusive Rights, upon STADA’s failure, other than as a result (and to the extent) of ALVOTECH failing to supply Product quantities ordered by STADA in accordance with the applicable provisions of this Agreement and the Supply Agreement, to purchase on a country-by-country basis:
(a) [***] of its annual non-binding forecast for the Products over [***] consecutive years, or
(b) [***] of its annual non-binding forecast for the Products in [***] and not being able to catch up this volume in [***], ALVOTECH shall be entitled to convert the Exclusive Rights to Semi-Exclusive Rights for the particular country as the sole remedy; and
10.7 The initial term of the Supply Agreement shall be the duration of the Exclusivity Period (“Initial Supply Term”). Provided that STADA has complied with its material obligations under the Supply Agreement, STADA shall have the right, in its sole discretion, to:
(a) prolong the Exclusivity Period and prolong the duration of the Supply Agreement, or
...
SUPPLY OF THE PRODUCTS. The Parties acknowledge and agree that IceCure shall retain the exclusive right to make and have made the Product. No later than September 30th of each calendar year during the Term, Terumo shall submit a non-binding good faith rolling Forecast of Terumo’s anticipated quarterly demand of the Products for the coming calendar year for the Territory and the Limited Territory (the “Forecast”). IceCure shall notify Terumo within five (5) Business Days from the receipt of the Forecast if it expects it will not be able to fulfill the Forecast and thereafter the Parties shall discuss the Forecast in good faith. IceCure will be deemed to have accepted the Forecast unless IceCure notifies Terumo of said non-fulfillment expectation within five (5) Business Days from the receipt of the Forecast. Subject to the terms of this Agreement, IceCure shall manufacture or have manufactured and supply or have supplied and maintain a capacity of manufacturing to fulfill the accepted Forecast, for the Territory and the Limited Territory, and Terumo shall purchase from IceCure Product for sale in the Territory and the Limited Territory in accordance with the terms and conditions of this Agreement.
SUPPLY OF THE PRODUCTS. 3.1 Subject as provided in clauses 3.2 hereafter the Manufacturer shall supply the Product to the Distributor on such reasonable terms as the parties shall agree.
3.2 The Manufacturer shall not be under any obligation to continue 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.
3.3 Each order for the Products shall constitute a separate contract, and any default by the Manufacturer in relation to any one order shall not entitle the Distributor to treat this Agreement as terminated.
3.4 The Distributor shall, in respect of each order for the Products to be supplied hereunder, be responsible for:
3.4.1 ensuring the accuracy of the order;
3.4.2 providing the Manufacturer with any information which is necessary in order to enable the Manufacturer to fulfil the order and to comply with all labelling, marketing and other applicable legal requirements in the Territory; and
3.4.3 obtaining any necessary import licences, certificates of origin or other requisite documents, and paying all applicable customs, duties and taxes in respect of the importation of the Products into the Territory and their resale in the Territory.
3.5 The Distributor shall give the Manufacturer not less than 2 months' written notice of its estimated requirements of the Products for each month, and shall promptly notify the Manufacturer of any changes in circumstances which may affect its requirements.
3.6 Upon receipt and confirmation of each order the Manufacturer shall as soon as is practicable inform the Distributor of the Manufacturer's estimated delivery date for the consignment. The Manufacturer shall use all reasonable endeavours to meet the delivery date, but time of delivery shall not be of the essence and accordingly the Manufacturer shall have no liability to the Distributor if, notwithstanding such endeavours, there is any delay in delivery.
3.7 The title to any consignment of the Products shall not pass to the Distributor until the Manufacturer has received payment in full of the price therefor.
3.8 Risk of loss or of damage to any consignment of the Product shall pass to the Distributor from the time the Distributor collects the Product from the Manufacturer's premises.
SUPPLY OF THE PRODUCTS. 3.1 Alco undertakes to acquire the Product for the territory exclusively from Sicor and Sicor undertakes to sell the Product destined for clients within the territory exclusively to Alco.
3.2 The Parties agree that the terms regarding the supply of technology by Alco to Sicor form an integral and essential part of the conditions of supply of the Product by Sicor to Alco.
3.3 Sicor reserves the right to modify the Product without prior notice. Under no circumstances shall Alco be owed indemnification or compensation for the consequences, direct or indirect, of such unilateral modifications.
SUPPLY OF THE PRODUCTS. For purpose of this Agreement, the “Products” mean the specified Ultra Sonic motors as described in Exhibit A and its modified version agreed in writing by the Parties. Subject to the terms and conditions herein contained, Supplier agrees to sell the Products and its control device to Iradimed, Iradimed agrees to purchase the Products and its control device from the Supplier. Supplier further agrees to not sell the Products to any other third party as long as Iradimed perform the yearly minimum purchase obligation as stipulated in Article 3. Also, the Parties confirmed and agreed that the Products have been or will be designed and manufactured by Supplier with Iradimed specification and requirements input, Ultra sonic motors as Exhibit A have been modified and improved from prototype as follows; (i) ****, (ii) ****, (iii) ****, (iv) ****, and (v) ****. Therefore, the Parties confirmed that the Ultra sonic motors described in Exhibit A may be, from time to time, modified thereafter. Provided, however, that, such modifications shall be valid only by an Agreement in writing signed by the Parties.
SUPPLY OF THE PRODUCTS. 3.1 The Distributor shall for the Products to be supplied hereunder, be responsible for:
3.1.1 ensuring the accuracy of the purchase contracts issued to the Supplier;
3.1.2 providing the Supplier with any information which is necessary in order to enable the Supplier to fulfill the order and to comply with the labeling, marketing and other applicable legal requirements in the Territory; and
3.1.3 obtaining any necessary import licenses, or other requisite documents, and paying all applicable customs, duties and taxes in respect of the importation of the Products into the Territory and their resale in the Territory.
3.2 The Distributor agrees to pay for artwork that the Supplier provides on behalf of the Distributor for packaging, owner's manuals, website and/or promotional materials to be used in relation to the Products, if different from the Supplier's standard packaging:-
3.2.1 developed films and/or colour separations or printing proofs for the aforesaid materials and/or for the aforesaid purposes;
3.2.2 the Distributor agrees to provide appropriate and accurate legal markings and descriptions required by the applicable laws and rules in the Territory in respect to clause 3.2 above.
3.3 For the avoidance of doubt, all the Intellectual Property rights in respect of the packaging, manuals, website and materials mentioned in clause 3.2 above shall belong to the Distributor. The Distributor undertakes not to use it for any other products without the consent of the Supplier.
3.4 The Distributor shall defend and indemnify the Supplier against any claim, loss, damages, liability and costs or expenses which the Supplier may incur arising out of any errors or omission in or in the infringement of Intellectual Property rights of any third party arising out of the packaging, manuals, website and materials mentioned in clause 3.2 above including without limitation such loss, liability and costs incurred as a result of defending or settling a claim alleging such liabilities.
3.5 The Supplier shall indemnify the Distributor against any claims, liability, cost or expense which the Distributor may incur arising out of the use of cassette deck mechanism, CD deck mechanism, DVD player etc., without appropriate licenses.
SUPPLY OF THE PRODUCTS. Any individual sales agreement of the Products shall become effective when Kou places an order to Otsu for shipment of the Products and such order is approved by Otsu orally or in writing. Otsu shall deliver the Products to such place as designated by the order.
SUPPLY OF THE PRODUCTS. Rosemont shall sell and Oncogenerix shall purchase the Licensed Products and such quantities of the Licensed Products as are ordered by Oncogenerix, subject to Rosemont’s standard Terms and Conditions of Sale from time to time, a current copy as at the Effective Date is attached to this Exhibit B; anything to the contrary notwithstanding, any Terms and Conditions of Sale shall not be contrary to, or in contravention of, the terms set forth in the Agreement.
SUPPLY OF THE PRODUCTS. 1 SCOPE OF WORK: SUPPLY OF THE PRODUCTS 2 RESTRICTIONS ON THE USE OF THE PRODUCTS 3 GRANT OF LICENSE ON THE SOFTWARE AND RELEVANT RESTRICTIONS 4 TESTING 5 PRICE AND PAYMENT OF THE PRICE 6 RETENTION OF TITLE ON THE PRODUCTS 7 DELIVERY AND SHIPMENT OF THE PRODUCTS 8 WARRANTY 9 LIMITATIONS OF CETENA LIABILITY 10 INFRINGEMENT CLAIMS 11 SPECIFICATIONS 12 MAINTENANCE SERVICES 1 SCOPE OF WORK: MAINTENANCE SERVICES 2 CONDITIONS PRECEDENT TO THE SUPPLY OF THE SERVICES BY CETENA 3 AVAILABILITY HOURS AND LANGUAGES 1 CETENA WITHDRAWAL RIGHT 2 SINGLE RISK ASSESSMENT DOCUMENT (“DUVRI”) 3 INTELLECTUAL PROPERTY RIGHTS
