Common use of DELIVERY AND PASSAGE OF TITLE Clause in Contracts

DELIVERY AND PASSAGE OF TITLE. Time is of the essence on all purchase orders, except that delivery dates will be framed in terms of calendar months and orders will not be deemed late until after the end of such calendar month. If Company fails to deliver the Commercial Product or Pre-Commercial Product or to complete any services furnished hereunder, then Distributor shall be entitled, in addition to the remedies available elsewhere under the Agreement, to assess an amount, as liquidated damages for delay, equal to [***] of the total dollar value of Distributor's order for the first month of delay and [***] of the total dollar value of Distributor's order per subsequent month of delay; provided, (a) that such remedy will be capped at [***], (b) if the order is more than three months late, then Distributor may cancel the order, and (c) such liquidated damages will only be available to Distributor for those orders to the extent that Distributor has provided such remedy to its Customer. Company agrees that such amounts are a reasonable pre-estimate of the damages which Distributor may suffer as a result of such delay, and are to be assessed as liquidated damages and not as a penalty. Where such liquidated damages are available to Distributor, they shall be Distributor's only remedy for Company's failure to make timely delivery, other than the remedies for non-performance expressly set forth in this Agreement. Commercial Product or Pre-Commercial Product which will be shipped from within the United States for delivery within the United States shall be delivered FOB Company's designated, continental U.S. manufacturing facility, unless otherwise agreed in writing by Company and Distributor. Commercial Product or Pre-Commercial Product delivered to Distributor in advance of schedule may be returned to Company at Company's expense. Title shall pass to Distributor upon delivery to Distributor FOB Company's designated, continental U.S. manufacturing facility.

DELIVERY AND PASSAGE OF TITLE. Time is of the essence on of all purchase orders, except that delivery dates will be framed in terms of calendar months and orders will not be deemed late until after the end of such calendar month. If Company SUPPLIER fails to deliver the Commercial Product Products or Pre-Commercial Product Units or to complete any services Services furnished hereunder, then Distributor DISTRIBUTOR shall be entitled, in addition to the remedies available elsewhere under the Agreement, to assess an amount, as liquidated damages for delay, equal to [***] 1% of the total dollar value of DistributorDISTRIBUTOR's order for the first month of delay and [***] 2% of the total dollar value of DistributorDISTRIBUTOR's order per subsequent month of delay; provided, (a) that such remedy will be capped at [***]6%, (b) if the order is more than three months late, then Distributor DISTRIBUTOR may cancel the order, and (c) such liquidated damages will only be available to Distributor DISTRIBUTOR for those orders to the extent that Distributor DISTRIBUTOR has provided such remedy to its Customer. Company SUPPLIER agrees that such amounts are a reasonable pre-estimate of the damages which Distributor DISTRIBUTOR may suffer as a result of such delay, and are to be assessed as liquidated damages and not as a penalty. Where such liquidated damages are available to DistributorDISTRIBUTOR, they shall be DistributorDISTRIBUTOR's only remedy for CompanySUPPLIER's failure to make timely delivery, other than the remedies for non-performance expressly set forth in this Agreement. Commercial Product Products or Pre-Commercial Product Units which will be shipped from within the United States for delivery within the United States shall be delivered FOB CompanySUPPLIER's designated, continental U.S. manufacturing facility, unless otherwise agreed in writing by Company SUPPLIER and DistributorDISTRIBUTOR. Commercial Product Products or Pre-Commercial Product Units delivered to Distributor DISTRIBUTOR in advance of schedule may be returned to Company SUPPLIER at CompanySUPPLIER's expense. Title shall pass to Distributor DISTRIBUTOR upon delivery to Distributor DISTRIBUTOR FOB CompanySUPPLIER's designated, continental U.S. manufacturing facility.

DELIVERY AND PASSAGE OF TITLE. Time is of the essence on of all purchase orders, except that delivery dates will be framed in terms of calendar months and orders will not be deemed late until after the end of such calendar month. If Company SUPPLIER fails to deliver the Commercial Product Products or Pre-Commercial Product Units or to complete any services Services furnished hereunder, then Distributor DISTRIBUTOR shall be entitled, in addition to the remedies available elsewhere under the Agreement, to assess an amount, as liquidated damages for delay, equal to [***] of the total dollar value of DistributorDISTRIBUTOR's order for the first month of delay and [***] of the total dollar value of DistributorDISTRIBUTOR's order per subsequent month of delay; provided, (a) that such remedy will be capped at [***], (b) if the order is more than three months late, then Distributor DISTRIBUTOR may cancel the order, and (c) such liquidated damages will only be available to Distributor DISTRIBUTOR for those orders to the extent that Distributor DISTRIBUTOR has provided such remedy to its Customer. Company SUPPLIER agrees that such amounts are a reasonable pre-estimate of the damages which Distributor DISTRIBUTOR may suffer as a result of such delay, and are to be assessed as liquidated damages and not as a penalty. Where such liquidated damages are available to DistributorDISTRIBUTOR, they shall be DistributorDISTRIBUTOR's only remedy for CompanySUPPLIER's failure to make timely delivery, other than the remedies for non-performance expressly set forth in this Agreement. Commercial Product Products or Pre-Commercial Product Units which will be shipped from within the United States for delivery within the United States shall be delivered FOB CompanySUPPLIER's designated, continental U.S. manufacturing facility, unless otherwise agreed in writing by Company SUPPLIER and DistributorDISTRIBUTOR. Commercial Product Products or Pre-Commercial Product Units delivered to Distributor DISTRIBUTOR in advance of schedule may be returned to Company SUPPLIER at CompanySUPPLIER's expense. Title shall pass to Distributor DISTRIBUTOR upon delivery to Distributor DISTRIBUTOR FOB CompanySUPPLIER's designated, continental U.S. manufacturing facility.

DELIVERY AND PASSAGE OF TITLE. Time is of the essence on of all purchase orders, except that delivery dates will be framed in terms of calendar months and orders will not be deemed late until after the end of such calendar month. If Company SUPPLIER fails to deliver the Commercial Product or Pre-Commercial Product Products or to complete any services Services furnished hereunder, then Distributor DISTRIBUTOR shall be entitled, in addition to the remedies available elsewhere under the Agreement, to assess an amount, as liquidated damages for delay, equal to [***] 1% of the total dollar value of DistributorDISTRIBUTOR's order for the first month of delay and [***] 2% of the total dollar value of DistributorDISTRIBUTOR's order per subsequent month of delay; provided, (a) that such remedy will be capped at [***]6%, (b) if the order is more than three months late, then Distributor DISTRIBUTOR may cancel the order, and (c) such liquidated damages will only be available to Distributor DISTRIBUTOR for those orders to the extent that Distributor DISTRIBUTOR has provided such remedy to its Customer. Company SUPPLIER agrees that such amounts are a reasonable pre-estimate of the damages which Distributor DISTRIBUTOR may suffer as a result of such delay, and are to be assessed as liquidated damages and not as a penalty. Where such liquidated damages are available to DistributorDISTRIBUTOR, they shall be DistributorDISTRIBUTOR's only remedy for CompanySUPPLIER's failure to make timely delivery, other than the remedies for non-performance expressly set forth in this Agreement. Commercial Product or Pre-Commercial Product Products which will be shipped from within the United States for delivery within the United States shall be delivered FOB CompanySUPPLIER's designated, continental U.S. manufacturing facility, unless otherwise agreed in writing by Company SUPPLIER and DistributorDISTRIBUTOR. Commercial Product or Pre-Commercial Product Products delivered to Distributor DISTRIBUTOR in advance of schedule may be returned to Company SUPPLIER at CompanySUPPLIER's expense. Title shall pass to Distributor DISTRIBUTOR upon delivery to Distributor DISTRIBUTOR FOB CompanySUPPLIER's designated, continental U.S. manufacturing facility.