API and Client-Supplied Components Sample Clauses
API and Client-Supplied Components. Client, at its cost, must deliver the API not already in Safety Stock (as defined below) pursuant to Section 2.1(i) and any Client-Supplied Components to the Manufacturing Site DDP (Incoterms 2010) at least [***] days before the scheduled manufacture date for Product covered by a Firm Order in sufficient quantity to enable Patheon to manufacture the agreed quantities of Product and to ship Product on the Delivery Date. If Client fails to deliver the API or Client-Supplied Components in accordance with this Section 2.1(f) then (i) Patheon will immediately advise Client of this failure, and (ii) if despite making commercially reasonable efforts, Patheon is unable to manufacture Product on the scheduled date because of the delay, the parties will reschedule the Firm Order and establish a new Delivery Date for the Firm Order as agreed between the parties. If Patheon would have been ready to manufacture the Product on the scheduled date and is unable to reschedule the manufacturing slot for another client’s product after using reasonable efforts to do so, Client will [***]. Client will: (i) deliver API that meets the specifications for the API, which will be confirmed by Patheon’s identity testing procedures; and (ii) ensure that all shipments of API are accompanied by the required documentation as specified in the applicable Quality Agreement. For API or Client-Supplied Components which may be subject to import or export, Client agrees that its vendors and carriers will comply with applicable requirements of the U.S. Customs and Border Protection Service and the Customs Trade Partnership Against Terrorism (“C-TPAT”).
API and Client-Supplied Components. API loss is addressed in Appendix 3, including with respect to Deficient Product. Except as expressly set out in Appendix 3 for API and in Section 10.2(a) for Client-Supplied Components, [***]. Patheon’s maximum annual aggregate liability for loss of or damage to the API or Client-Supplied Components will not exceed [***] or [***] of [***] under this Agreement during the previous Year (or, in the case of the first Year, the [***]). This limitation of liability will not apply to the extent the loss of API or Client-Supplied Components was caused by Patheon’s gross negligence or wilful misconduct.