Common use of Delivery and Materials Clause in Contracts

Delivery and Materials. 5.1 In this Agreement, “Delivery” shall mean delivery of the Notice of Availability (as defined in the Deal Terms) from Pathe to Distributor. Upon receiving a Notice of Availability from Pathe, the Distributor shall appoint an international shipping agent (the “Shipping Agent”) responsible for effecting delivery of the materials specified in the Notice of Availability to the Distributor and shall notify Pathe of the identity and address of such Shipping Agent. Pathe or its agent shall liaise with the Shipping Agent in order to transfer the Delivery Materials from Pathe’s laboratory or office to the Distributor’s nominated shipping address and subject always to the Distributor having paid for the costs of manufacture and delivery of such Delivery Materials in accordance with Clause 5 of the Deal Terms. Risk in all materials so transferred shall pass to the Distributor from the moment such materials leave the laboratory or Pathe’s offices as appropriate and the Distributor shall be responsible for insuring all such materials at their full replacement cost from and with effect from such time. In any event, where Pathe has issued a Notice of Availability, Distributor shall place an order for initial release materials and other available distribution materials within two (2) months of Pathe’s Notice of Availability