Common use of Orders Delivery Clause in Contracts

Orders Delivery. 3.1 The parties hereto agree that, commencing upon the date hereof and continuing during the term of this Agreement, Centocor will sell the Product to Nova Factor for resale by Nova Factor in the Territory and Nova Factor shall purchase Product from Centocor at the Purchase Price, subject to the right of Centocor to allocate supplies of Product under Section 3.5 specified herein. Nova Factor shall order Product from Centocor in such quantities as are necessary to meet the demand for Product from Nova Factor's Outpatient Customers provided that Nova Factor will keep a minimum stock of Product equal to an average of two (2) weeks total sales to Outpatient Patient Customers, which average shall be based on the previous two (2) months sales of Product by Nova Factor. All purchases of Product by Nova Factor shall be in accordance with SOPs, and in accordance with the terms and conditions set forth in this Agreement. 3.2 Centocor shall cause LHSI to ship Product to Nova Factor FOB Point of Origin. Product shall be transported from the LHSI warehouse facility to the Facility by means of transportation selected by Centocor. Centocor will prepay all freight costs incurred to ship Product from LHSI to Nova Factor's Facility. Title to Product shall transfer to Nova Factor upon delivery of Product to the carrier. Nova Factor will pay any costs due to special shipping requests made by Nova Factor. Centocor may ship Product in installments as it deems advisable or necessary, in accordance with SOPs. Risk of loss of Product will remain with Centocor during transit from LHSI to the Facility and will transfer to Nova Factor upon delivery of Product to the Facility. 3.3 Product supplied to Nova Factor hereunder shall be in final labeled and packaged vials. Nova Factor shall unload each shipment of Product immediately upon receipt at the Facility. Nova Factor shall carefully examine Products upon delivery and shall immediately notify Centocor's Customer Service Department and the carrier by phone or fax of any claim of non-delivery of a portion of a shipment or any defect or damage in any Product which is reasonably discoverable upon visual inspection of the Product without unloading individual shipping units. Along with notice of any defect or damage, Nova Factor shall furnish to Centocor a detailed written description of the nature of the defect or damage. In the event of any such claim, Nova Factor shall hold the Product pending receipt of Centocor's instruction concerning disposition and permit Centocor to inspect the Product upon request. Centocor agrees to provide such instruction promptly. Upon receipt of notice of any defect or nondelivery, Centocor, at its option, shall replace or repair any defective Product, in accordance with the Centocor Wholesaler Returned Goods Policy attached hereto as Schedule "D" and incorporated herein by reference, as amended from time to time. The Product will be deemed to have been received in good condition unless Nova Factor notifies Centocor to the contrary within five (5) business days of opening the shipment container but in no event later than twenty-one (21) calendar days following receipt by Nova Factor. Nova Factor shall, at Centocor's expense, follow Centocor's instructions to return to Centocor, LHSI or a third party disposal company designated by Centocor, any Products delivered to Nova Factor which are not in compliance with Centocor's FDA approved quality assurance specifications. Nova Factor shall cooperate with Centocor in investigating the cause of any suspected defect in Product.

Orders Delivery. 3.1 The parties hereto agree that, commencing upon the date hereof and continuing during the term of this Agreement, Centocor will sell the Product to Nova Factor for resale by Nova Factor in the Territory and Nova Factor shall purchase Product from Centocor at the Purchase Price, subject to the right of Centocor to allocate supplies of Product under Section 3.5 specified herein. Nova Factor shall order Product from Centocor in such quantities as are necessary to meet the demand for Product from Nova Factor's Outpatient Customers provided that Nova Factor will keep a minimum stock of Product equal to an average of two * (2*) weeks * total sales to Outpatient Patient Customers, which average shall be based on the previous two * (2*) months * sales of Product by Nova Factor. All purchases of Product by Nova Factor shall be in accordance with SOPs, and in accordance with the terms and conditions set forth in this Agreement. 3.2 Centocor shall cause LHSI to ship Product to Nova Factor FOB Point of Origin. Product shall be transported from the LHSI warehouse facility to the Facility by means of transportation selected by Centocor. Centocor * will prepay all freight costs incurred to ship Product from LHSI to Nova Factor's Facility. Title to Product shall transfer to Nova Factor upon delivery of Product to the carrier. Nova Factor * will pay any costs due to special shipping requests made by Nova Factor*. Centocor may ship Product in installments as it deems advisable or necessary, in accordance with SOPs. Risk of loss of Product will remain with Centocor during transit from LHSI to the Facility and will transfer to Nova Factor upon delivery of Product to the Facility. 3.3 Product supplied to Nova Factor hereunder shall be in final labeled and packaged vials. Nova Factor shall unload each shipment of Product immediately upon receipt at the Facility. Nova Factor shall carefully examine Products upon delivery and shall immediately notify Centocor's Customer Service Department and the carrier by phone or fax of any claim of non-delivery nondelivery of a portion of a shipment or any defect or damage in any Product which is reasonably discoverable upon visual inspection of the Product without unloading individual shipping units. Along with notice of any defect or damage, Nova Factor shall furnish to Centocor a detailed written description of the nature of the defect or damage. In the event of any such claim, Nova Factor shall hold the Product pending receipt of Centocor's instruction concerning disposition and permit Centocor to inspect the Product upon request. Centocor agrees to provide such instruction promptly. *Omitted information is the subject of a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933 and has been filed separately with the Securities and Exchange Commission. Upon receipt of notice of any defect or nondelivery, Centocor, at its option, shall replace or repair any defective Product, in accordance with the Centocor Wholesaler Returned Goods Policy attached hereto as Schedule "D" and incorporated herein by reference, as amended from time to time. The Product will be deemed to have been received in good condition unless Nova Factor notifies Centocor to the contrary within five * (5*) business days * of opening the shipment container but in no event later than twenty-one * (21*) calendar days * following receipt by Nova Factor. Nova Factor shall, at Centocor's * expense, follow Centocor's instructions to return to Centocor, LHSI or a third party disposal company designated by Centocor, any Products delivered to Nova Factor which are not in compliance with Centocor's FDA approved quality assurance specifications. Nova Factor shall cooperate with Centocor in investigating the cause of any suspected defect in Product.