Common use of PURCHASER's Responsibilities Clause in Contracts

PURCHASER's Responsibilities. In order to facilitate the manufacture of Supplied Products by Producer, Purchaser shall: (a) Provide to Producer copies of the Specifications pertaining to the Purchaser Products in quantities sufficient to permit Producer to carry out its obligations hereunder. (b) Provide, at Purchaser’s cost and expense, Purchaser Supplied Components to Producer at the Production Facility or Subcontractor Facility, or such other location, in each case as indicated on Exhibit A. Purchaser shall deliver such Purchaser Supplied Components to Producer in quantities and at the times as Producer shall reasonably request and as shall be reasonably required by Producer to plan for and meet the Forecasts provided by Purchaser as provided in Section 2.8. Notwithstanding the foregoing, Purchaser shall be entitled to reasonable advance notice of the quantities of Purchaser Supplied Components required by Producer. All Purchaser Supplied Components delivered to Producer as provided in this Section 2.8 shall conform to the Specifications therefor identified by Producer and Purchaser at the Effective Date or as later agreed in writing between Purchaser and Producer. Title and risk of loss to the Purchaser Supplied Components shall remain with Purchaser, except to the extent any damage, destruction or other loss was directly caused by the gross negligence or willful misconduct of Producer. (c) ▇▇▇▇▇ Producer and its employees reasonable access to Purchaser’s employees as reasonably required to assist Producer in the production of Supplied Products.

Appears in 4 contracts

Sources: Manufacturing Agreement (Zimmer Biomet Holdings, Inc.), Manufacturing Agreements (Zimmer Biomet Holdings, Inc.), Manufacturing Agreements (ZimVie Inc.)

PURCHASER's Responsibilities. In order to facilitate the manufacture of Supplied Products by Producer, Purchaser shall: (a) Provide to Producer copies of the Specifications pertaining to the Purchaser Products in quantities sufficient to permit Producer to carry out its obligations hereunder. (b) Provide, at Purchaser’s cost and expense, Purchaser Supplied Components to Producer at the Production Facility or Subcontractor Facility, or such other location, in each case as indicated on Exhibit A. agreed by the Purchaser and Producer in writing from time to time. Purchaser shall deliver such Purchaser Supplied Components to Producer in quantities and at the times as Producer shall reasonably request and as shall be reasonably required by Producer to plan for and meet the Forecasts provided by Purchaser as provided in Section 2.82.9. Notwithstanding the foregoing, Purchaser shall be entitled to reasonable advance notice of the quantities of Purchaser Supplied Components required by Producer. All Purchaser Supplied Components delivered to Producer as provided in this Section 2.8 2.7(b) shall conform to the Specifications specifications therefor identified by Producer and Purchaser at the applicable Effective Date or as later agreed in writing between Purchaser and Producer. Title and risk of loss to the Purchaser Supplied Components shall remain with Purchaser; provided, except however, that although title to such Purchaser Supplied Components shall remain with Purchaser, the risk of loss (to the extent any damagesuch loss (1) occurs outside of the production process, destruction or other loss was directly (2) is not caused by expiration of the gross negligence Purchaser Supplied Components that is not the fault of Purchaser and (3) is not otherwise attributable to the fault of Purchaser) shall pass to Producer at the time such Purchaser Supplied Components arrive at the Production Facility or willful misconduct Subcontractor Facility if such loss is not of Producera type otherwise addressed in this Agreement (including, for example, with respect to fully discarded Batches) as belonging in whole or in part, including with respect to any limitation, to Purchaser. (c) ▇▇▇▇▇ Grant Producer and its employees reasonable access to Purchaser’s employees as reasonably required to assist Producer in the production of Supplied Products.

Appears in 2 contracts

Sources: Manufacturing and Supply Agreement (Baxalta Inc), Manufacturing Agreement (Baxalta Inc)

PURCHASER's Responsibilities. In order to facilitate the manufacture of Supplied Products by Producer, Purchaser shall:: Table of Contents (a) Provide to Producer copies of the Specifications pertaining to the Purchaser Products in quantities sufficient to permit Producer to carry out its obligations hereunder. (b) Provide, at Purchaser’s cost and expense, Purchaser Supplied Components to Producer at the Production Facility or Subcontractor Facility, or such other location, in each case as indicated on Exhibit A. Purchaser shall deliver such Purchaser Supplied Components to Producer in quantities and at the times as Producer shall reasonably request and as shall be reasonably required by Producer to plan for and meet the Forecasts provided by Purchaser as provided in Section 2.8. Notwithstanding the foregoing, Purchaser shall be entitled to reasonable advance notice of the quantities of Purchaser Supplied Components required by Producer. All Purchaser Supplied Components delivered to Producer as provided in this Section 2.8 2.7 shall conform to the Specifications therefor identified by Producer and Purchaser at the Effective Date or as later agreed in writing between Purchaser and Producer. Title and risk of loss to the Purchaser Supplied Components shall remain with Purchaser, except to the extent any damage, destruction or other loss was directly caused by the gross negligence or willful misconduct of Producer. (c) ▇▇▇▇▇ Grant Producer and its employees reasonable access to Purchaser’s employees as reasonably required to assist Producer in the production of Supplied Products.

Appears in 1 contract

Sources: Reverse Transition Manufacturing and Supply Agreement (ZimVie Inc.)

PURCHASER's Responsibilities. In order to facilitate the manufacture of Supplied Products by Producer, Purchaser shall: (a) Provide to Producer copies of the Specifications pertaining to the Purchaser Products in quantities sufficient to permit Producer to carry out its obligations hereunder. (b) Provide, at Purchaser’s cost and expense, Purchaser Supplied Components to Producer at the Production Facility or Subcontractor Facility, or such other location, in each case as indicated on Exhibit A. Purchaser shall deliver such Purchaser Supplied Components to Producer in quantities and at the times as Producer shall reasonably request and as shall be reasonably required by Producer to plan for and meet the Forecasts provided by Purchaser as provided in Section 2.8. Notwithstanding the foregoing, Purchaser shall be entitled to reasonable advance notice of the quantities of Purchaser Supplied Components required by Producer. All Purchaser Supplied Components delivered to Producer as provided in this Section 2.8 2.7 shall conform to the Specifications therefor identified by Producer and Purchaser at the Effective Date or as later agreed in writing between Purchaser and Producer. Title and risk of loss to the Purchaser Supplied Components shall remain with Purchaser, except to the extent any damage, destruction or other loss was directly caused by the gross negligence or willful misconduct of Producer. (c) ▇▇▇▇▇ Grant Producer and its employees reasonable access to Purchaser’s employees as reasonably required to assist Producer in the production of Supplied Products.

Appears in 1 contract

Sources: Manufacturing Agreement (ZimVie Inc.)