Component Delivery Delays Sample Clauses

Component Delivery Delays. Timely delivery of Client supplied Components shall mean that the respective Component and the required documents reach Baxter at least twenty (20) business days prior to the scheduled manufacturing date of such Product determined by the Firm Purchase Order. A delay in delivery of the Components by the vendor shall not be considered to be a delay by Baxter. Notwithstanding anything in this Agreement to the contrary, in the event that Baxter receives the Components and associated GMP documents for the Production of Product from Client less than twenty (20) business days prior to the scheduled Delivery Date of such Product, due to reasons other than Force Majeure (as defined in Article 19 herein below) Baxter may charge Client Reservation Fees as set forth in the Product Master Plan. In the event of a delay in delivery of Components supplied by Baxter due to a failure by Baxter to comply with known vendor ordering lead times, if such delay causes Product delivery to Client after the Delivery Date pursuant to Section 4.4, Baxter shall compensate Client and pay, as liquidated damages, the applicable Late Delivery Fee as set forth in the Product Master Plan.

Component Delivery Delays. Timely delivery of JAZZ-supplied Components shall mean that the respective Component and the documents required under the Product Master Plan arrive at Baxter at least [*] business days prior to the scheduled manufacturing date of such Product, as determined by the date set forth in the Firm Purchase Order. Notwithstanding anything in this Agreement to the contrary, in the event that Baxter receives such JAZZ-supplied Components and associated cGMP documents for the Production of Product from JAZZ less than [*] business days prior to the scheduled manufacturing date of such Product, Baxter shall use commercially reasonable efforts to reschedule Batch within [*] days after receipt. [*], Baxter may charge JAZZ a Reservation Fee as defined in Section 4.4.” 13. Section 5.1 “Purchase Price” is hereby deleted and replaced with the following:

Component Delivery Delays. Baxter shall procure, in a timely manner, and have available for Production of Product Baxter-supplied Components, at its sole cost and expense (including, without limitation, shipping costs), required to satisfy the terms of this Agreement. On receipt of the Components, Baxter shall test such materials as set forth in the Product Master Plan. If, notwithstanding such testing, Jazz determines to assert a claim against a supplier of a Baxter-supplied Component because Jazz discovers a defect in or adulteration of such Baxter-supplied Component that was not discovered by ▇▇▇▇▇▇, ▇▇▇▇▇▇ agrees to provide Jazz with all information regarding such Baxter-supplied Component and the supplier thereof as Jazz shall reasonably request and to cooperate with Jazz in the assertion of each such claim.

Component Delivery Delays. BAXTER shall have no responsibility for delays in delivery of Product caused by delays in receipt of Components supplied by Poniard; provided BAXTER has complied with the vendor purchasing requirements and lead times. Timely delivery shall mean that the respective Component and the required documents reach BAXTER at least *** (***) working days prior to the scheduled manufacturing date of such Product determined by the Firm Purchase Order. BAXTER shall notify PONIARD if any BAXTER supplied components have not been received at least *** (***) working days prior to the scheduled manufacturing date and which will also compromise the scheduled manufacturing date. Baxter shall use good faith efforts to reschedule the Production of Product as soon as possible. Notwithstanding anything in this Agreement to the contrary, in the event that BAXTER receives the API and associated GMP documents for the Production of Product from PONIARD less than *** (***) working days prior to the scheduled manufacturing date of such Product, but greater than *** (***) working days prior to the scheduled manufacturing date and within sufficient time to Produce such Product by such scheduled date as determined by BAXTER in its sole discretion, BAXTER may charge PONIARD an Acceleration Fee as set forth in the Product Master Plan.