Failure to Supply Clause Samples
The "Failure to Supply" clause defines the consequences and procedures that apply if one party does not deliver goods or services as agreed in a contract. Typically, this clause outlines what constitutes a failure, such as missing delivery deadlines or providing insufficient quantities, and may specify remedies like penalties, the right to source from alternative suppliers, or even contract termination. Its core function is to protect the receiving party from disruptions or losses caused by non-performance, ensuring accountability and providing clear recourse if supply obligations are not met.
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Failure to Supply. 4.2.1 If Company becomes aware that a Supply Interruption is reasonably likely to occur, Company shall promptly notify AbbVie by telephone or by written notification and shall provide AbbVie with the opportunity to meet in person or by teleconference to discuss the details to the extent they are known by Company.
4.2.2 In the event that Company is unable, or notifies AbbVie that it is unable or otherwise receives notice from its CMO that it will be unable to supply, for any reason, except for a Force Majeure Event, to supply Product in accordance with the quantities and/or delivery dates specified by AbbVie for such Product via Purchase Orders, Company shall have a period of *** days or such longer time as necessary so long as Company is using commercially reasonable efforts to cure such interruption to supply, during which time Company will prioritize AbbVie Purchase Orders of Product over Company or other customer orders. If such interruption to supply continues after such sixty (60) day period, AbbVie may, in its sole discretion: (a) cancel outstanding Purchase Orders with Company; (b) require Company to supply the undelivered Product at a future date agreed upon by the Parties; or (c) at Company’s sole expense, manufacture or have manufactured by a Third Party designated and qualified by AbbVie such quantity of ribavirin as AbbVie may reasonably determine with notice to Company as will meet AbbVie’s worldwide requirements in light of such interruption to supply. AbbVie shall be entitled to receive from Company *** % of AbbVie’s cover damages, comprising cost differences between the Product’s cost and the replacement product’s cost, and reasonable costs associated with procuring replacements for the Product, until such time as Company is capable of resuming its supply obligations under this Agreement. Upon Company’s resolution of the interruption to supply to the reasonable satisfaction of AbbVie, AbbVie shall be required to resume purchasing the Applicable Percentage of AbbVie Product Requirements from Company but shall be excused from purchasing that portion attributable to the permitted purchases from the Third Party manufacturer under Section 4.2.2(c).
Failure to Supply. 4.6.1 If NEKTAR AL cannot supply at least eighty percent (80%) of the amount of SELECTED REAGENT ordered by COMPANY pursuant to Section 4.4 that is within the limits set forth in Section 4.3 in any two (2) consecutive calendar quarters by the time for delivery of such shipment provided in Section 4.5, and NEKTAR AL does not cure the deficiency within ninety (90) days after COMPANY so notifies NEKTAR AL in writing that a quantity of SELECTED REAGENT due for delivery has not been delivered, then NEKTAR AL shall be considered as having failed to manufacture and to sell to COMPANY the relevant quantity of SELECTED REAGENT (a “FAILURE”). NEKTAR AL shall, subject to this Section 4.6, work with COMPANY in good faith and select a qualified THIRD PARTY contract manufacturer (“CONTRACT MANUFACTURER”) reasonably acceptable to COMPANY, to make such quantity of SELECTED REAGENT that NEKTAR AL failed to supply for the duration of such FAILURE.
4.6.2 If a FAILURE occurs other than as a result of an event of force majeure (as described more fully in Section 20.1), NEKTAR AL shall bear any costs associated with transferring NEKTAR AL KNOW-HOW to such CONTRACT MANUFACTURER to enable it to manufacture and supply the SELECTED REAGENT in the event of a FAILURE.
4.6.3 lf a FAILURE occurs as a result of an event of force majeure, COMPANY shall bear any costs associated with transferring NEKTAR AL KNOW-HOW to such CONTRACT MANUFACTURER to enable it to manufacture and supply the SELECTED REAGENT in the event of a FAILURE.
4.6.4 If a FAILURE occurs for any reason, COMPANY shall pay for SELECTED REAGENT manufactured and supplied by CONTRACT MANUFACTURER at the price charged by CONTRACT MANUFACTURER for the manufacture and supply of SELECTED REAGENT, even if such price is higher than the price that was being charged by NEKTAR AL under this AGREEMENT for the SELECTED REAGENT at the time such FAILURE occurred.
4.6.5 If a FAILURE occurs for any reason, NEKTAR AL shall have the option to elect to transfer manufacturing of SELECTED REAGENT back to NEKTAR AL at such time as it is ready to recommence manufacturing (i.e., NEKTAR AL has corrected any manufacturing issues or force majeure has ceased), in which event COMPANY shall no longer purchase any SELECTED REAGENT from the CONTRACT MANUFACTURER.
4.6.6 COMPANY’s sole and exclusive remedy against NEKTAR AL, and the entire liability of NEKTAR AL, for any FAILURE shall be limited to the remedies described in this Section 4.6 above, and a FAIL...
Failure to Supply. In the event that NDD is unable, or notifies CMS that it is unable, for any reason (including an event of force majeure) to supply the ASICs in accordance with the quantities and/or delivery dates specified by CMS pursuant to Section 13.3, NDD shall promptly notify CMS. If such failure to supply will continue or does continue for a period of thirty (30) consecutive days, CMS may at its discretion (A) require NDD to supply the undelivered ASICs at a future date agreed upon by the parties; or (B) request that NDD transfer manufacture of ASICs to a Third Party vendor mutually agreed upon by NDD and CMS (the "Transfer Request"); or (C) if within 30 days from the date of CMS's Transfer Request, NDD and CMS have failed to agree upon a mutually acceptable Third Party vendor as set forth in subparagraph (B), then CMS may choose the third party vendor. If CMS and/or NDD determines to have the ASICs manufactured by a Third Party as set forth in subparagraphs (B) or (C) above, NDD shall provide to such Third Party all necessary information, documentation, technical assistance and cooperation by appropriate employees of NDD on an expedited basis to enable such Third Party to manufacture the ASICs in accordance with the appropriate specifications. Said production know-how and documentation shall remain proprietary to NDD and said third party vendor shall be required to sign a non-disclosure agreement to protect this information. In this event, CMS shall continue to purchase ASICS from NDD and NDD shall continue to purchase ASICs from said Third Party supplier until such time as NDD is able to resume supply of the ASICs. In the event of failure to deliver ASICs due to insolvency on the part of NDD, CMS shall have the right to purchase ASICs directly from said Third Party supplier.
Failure to Supply. Notwithstanding any provision herein to the contrary, in the event that PRONOVA for any reason (including a Force Majeure event) shall not have delivered the total amount of API ordered by RELIANT in accordance with this Section 5 within sixty (60) days of the date specified in RELIANT’s order (a “Failure to Supply”), then the provisions of this Section 5.12 shall apply. In no event shall PRONOVA have any liability under this Agreement for a Failure to Supply occurring prior to July 1, 2005 or for failure to supply RELIANT with API in excess of 250,000 kilograms in total during calendar year 2005.
Failure to Supply. (a) A Failure to Supply shall have occurred under this Agreement under any of the following circumstances (a“Failure to Supply”):
(i) Patheon fails to deliver a shipment of Product by the Delivery Date, and fails to replace such Product shipment within [**]) days after the scheduled Delivery Date; or
(ii) Patheon fails to ship the complete number of ordered Batches by the Delivery Date, and Patheon fails to ship the remaining Batches within [**] days after the scheduled Delivery Date, and such failure occurs (A) with respect to Product shipments over [**] consecutive calendar quarters during any Year, or (B) with respect to [**] or more Product shipments in any Year; or
(iii) Product delivered to Penwest or to a Penwest customer is determined to be defective for a reason set forth in the first Sentence of Section 6.3(a), and there are [**] or more such deliveries of defective Product in any one Year.
(b) If a Failure to Supply occurs, then Penwest or its Affiliates, itself or on behalf of its licensees or customers, may at its election, (i) require Patheon to qualify, as soon as reasonably practicable and at Patheon’s cost, a second Patheon facility to manufacture and supply Product to Penwest hereunder, it being understood that Penwest shall have the right to approve such second Patheon facility, such approval not to be unreasonably withheld or delayed; and/or (ii) retain a Third Party to manufacture and supply the requirements of Penwest and its Affiliates’, licensees’ and customers’ requirements for Product.
(c) Except as set forth in this Agreement, Patheon will not be liable to Penwest nor have any responsibility to Penwest for any deficiencies in, or other liabilities associated with, any Product manufactured by it (collectively, “Product Claims”). For greater certainty, Patheon will have no obligation for any Product Claims to the extent the Product Claim (i) is caused by deficiencies in the Specifications as provided to Patheon by Penwest, the safety, efficacy, or marketability of the Products or any distribution thereof; provided that the Product was manufactured in accordance with the Manufacturing Process, the Specifications, cGMPs and applicable Laws, and conformed to the Specifications at the time of shipment; (ii) results from a defect in a Component that is not reasonably discoverable by Patheon using the test methods set forth in the Specifications, (iii) results from Components supplied by Penwest that is not reasonably discoverable by Pat...
Failure to Supply. (a) In the event that it becomes apparent to uniQure that it will be unable to fulfill any Confirmed Firm Order for the Product (“Failure to Supply”), uniQure shall, immediately after learning of such event or circumstances, notify Chiesi in writing of uniQure’s Failure to Supply, along with a reasonable explanation of the reason, to the extent then known to uniQure, for uniQure’s Failure to Supply and with a specific indication of the quantity of Product affected by such Failure to Supply and anticipated timing of delivery of the Product. Promptly after Chiesi’s receipt of any such notice, the Parties shall agree upon mutually acceptable revised quantities and delivery dates with respect to the Product subject to such Confirmed Firm Order or, to the extent this is not possible in light of the specific or then unknown reason for uniQure’s Failure to Supply, shall discuss in good faith measures to further investigate the root cause and, as the case may be, appropriate steps to overcome such Failure to Supply.
(b) Notwithstanding paragraph (a), in the event that Chiesi cannot fulfill any firm orders for the Product received from any Third Parties as a consequence of uniQure’s Failure to Supply, except if such Failure to Supply is caused as a result of any Force Majeure Event, then Chiesi shall be entitled to an indemnification payment equal to Chiesi’s Lost Profit for the period during which Chiesi has been affected by the Failure to Supply. Any indemnification payment made to Chiesi under this paragraph for Failure to Supply shall be reimbursed in full to uniQure, in case any patient who suffered from the Failure to Supply is then subsequently treated. Such indemnification payments and reimbursements, if any, shall be calculated on a calendar year basis, such calculation to be made within [**] days after the end of the corresponding calendar year and any resulting amount to be paid within [**] days after such calculation has been made. uniQure, in relying on the above Force Majeure Event exceptions, shall provide reasonably detailed particulars of the reasons underlying any such Force Majeure Event to Chiesi and shall allocate its existing stocks of the Product between uniQure, its Affiliates, Chiesi and other distributors of the Product, on a pro-rata basis, based upon order volumes for the Product for the prior [**]month period.
(c) For the purpose of this Section 2.6, “Profit” shall be calculated, on a per Product basis, as the difference between (a) the...
Failure to Supply. In the event MDS cannot supply or does not deliver any MDS PRODUCT(S) (whether as a result of force majeure or otherwise) within and for the time period pursuant to the agreement between MDS and DVA’s chosen MDS CONTRACT DISTRIBUTOR, MDS agrees that it shall give notice as promptly as is practicable under the circumstances to DVA, unless an order of a regulatory agency or other action arising out of patient safety concerns requires the giving of shorter notice. In the event MDS is unable to fulfill MDS CONTRACT DISTRIBUTOR’S contractually placed orders within the provisions of such agreement at any time during the Term of this Agreement, other than by action of the FDA, DVA’s chosen MDS CONTRACT DISTRIBUTOR shall be entitled, at a minimum, to have the same proportion of its purchase orders fulfilled at all times as other purchasers of the MDS PRODUCTS and, upon written request, MDS shall provide written assurances of same to DVA and its chosen MDS CONTRACT DISTRIBUTOR. In addition, in such circumstances, (a) any purchases of other codes of MDS bloodlines or access devices, as the case may be, or other manufacturers’ products by DVA shall count as MDS PRODUCT unit purchases for purposes of the BLOODLINE commitment, the AVF COMMITMENT and any MEDIC COMMITMENT and for purposes of the tier pricing and rebates for MEDIC products not subject to any MEDIC COMMITMENT set forth in Schedule B; and (b) MDS has the right to offer to DVA substitute MDS PRODUCTS at effective pricing no greater than as listed on Schedule B; and (c) if the failure to supply was not the result of force majeure [**] then MDS shall [**] and what DVA [**], but in no case shall MDS be liable for payment to DVA of such difference in excess of $[**] per pair for BLOOD TUBING PRODUCTS, $[**] per each equivalent for AVF NEEDLE SETS or $[**] per each equivalent for MEDIC. Notwithstanding the foregoing, if MDS’ failure to supply MDS PRODUCTS persists for longer than sixty (60) days and MDS is unable to provide reasonably acceptable alternative MDS PRODUCTS, DVA may terminate this Agreement effective at the end of such sixty (60) day period.
Failure to Supply. A failure to supply (a "Failure to Supply") shall occur if after the date hereof, (A) there occurs a pre-commercialization audit failure in accordance with Section 3.2 hereof, or (B) there occurs a post-commercialization audit and inspection failure in accordance with Section 3.3 hereof, or (C) the parties are unable or unwilling or have failed for any reason to agree on the initial Specifications 6 months after submission of the Market Requirements in accordance with Section 4.1 hereof, or (D) for a period of or exceeding 60 days Genetronics is unable or unwilling or has failed for any reason (including the occurrence of a Force Majeure Event as defined in Section 11.6, or following commencement of a case by or against Genetronics under the Bankruptcy Code (as defined in Section 11.7)) to supply to Ethicon 85% or more of any Products in compliance with the desired delivery date specified in the purchase orders submitted by Ethicon in accordance with Section 5.3, or (E) there occurs an Event of Default which is caused by Genetronics and Ethicon elects not to terminate this Agreement pursuant to Section 11.5; and thereafter such Failure to Supply is not cured by Genetronics within 30 days after receipt of written notice from Ethicon. After the occurrence of a Failure to Supply, (i) Ethicon may make and have made the Products pursuant to the license granted in Section 7.1 above, (ii) Ethicon shall have no obligation to purchase any further Products from Genetronics hereunder, (iii) Genetronics shall instruct the Escrow Agent to make available to Ethicon or its designee the contents of the Escrow Account, (iv) Genetronics shall provide such assistance, training and other information as shall be necessary in order for Ethicon or its designated supplier to manufacture or have manufactured the Products, and (v) Ethicon
Failure to Supply. 8.1 The Supplier shall deliver the exact quantity of Goods specified in an Order Form within fourteen (14) days of receipt by the Supplier of the Order Form, or within such other time period as may have been agreed in writing between the Parties in accordance with Clause 2 of Schedule 2 of these Call-Off Terms and Conditions ("Delivery Time") to the location address specified by the Authority. Time shall be of the essence in relation to such Delivery Time.
8.2 If the Supplier is unable to supply the Goods in accordance with Clause 8.1 of this Schedule 1 of these Call-Off Terms and Conditions due to circumstances beyond its reasonable control, the Supplier shall be entitled to provide essentially similar goods to the Authority provided that:
8.2.1 the Supplier notifies the Authority without delay and within the Delivery Time when it becomes aware that it will not be able to supply the Goods in accordance Clause 8.1 of this Schedule 1 of these Call-Off Terms and Conditions;
8.2.2 the notice referred to in Clause 8.2.1 of this Schedule 1 of these Call- Off Terms and Conditions stipulates the reason for the Supplier’s inability to supply the Goods so ordered;
8.2.3 the Supplier supplies to the regional quality control pharmacist or the Authority all information set out on PharmaQC or any drug quality assurance database that replaces PharmaQC in respect of the essentially similar goods;
8.2.4 the essentially similar goods are approved in writing by the regional quality control pharmacist or the Authority; and
8.2.5 the Supplier provides such quantities of alternative essentially similar goods as are necessary to make up any shortfall in the Goods to the Authority prior to expiry of the Delivery Time.
8.3 If the Supplier fails to deliver the exact quantity of Goods or essentially similar goods within the Delivery Time in accordance with Clauses 8.1 and/or 8.2 of this Schedule 1 of these Call-Off Terms and Conditions, then the Authority shall be entitled to:
8.3.1 terminate this Contract with immediate effect on giving written notice to the Supplier; and/or
8.3.2 the Authority shall be entitled to purchase other goods to make good such default and recover from the Supplier:
(i) the amount by which the cost of purchasing other goods from a third party exceeds the amount that would have been payable to the Supplier in respect of the Goods replaced by such purchase provided that the Authority uses all reasonable endeavours to mitigate its losses. If the Supplier has...
Failure to Supply. The SA will include remedies and other consequences for supply failure (to be defined in the SA) including: (i) rights for AstraZeneca to access relevant information in the possession of FibroGen and its affiliates relating to the manufacturing processes for the Product; and (ii) rights for AstraZeneca to contact FibroGen’s suppliers (including suppliers of the active pharmaceutical ingredient for the Product), both (i) and (ii) to assess the feasibility of (including contracting with) such suppliers manufacturing and supplying the Product to AstraZeneca, solely in the event of a supply failure by FibroGen.