Common use of Shipments Clause in Contracts

Shipments. (a) Freight and insurance from the Michigan Facility to the location designated by Customer pursuant to the applicable Purchase Order shall be for the account of Customer or shall be reimbursed by Customer. Pfizer shall be responsible for all tariffs, customs, clearance and other similar charges for freight and insurance to the Michigan Facility from any other Facility or facility of an PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS. authorized subcontractor. Title shall pass to Customer, and the risk of loss, delay or damage in transit shall be with Customer from and after delivery to the designated carrier at the Michigan Facility (“Delivery”), after which Customer shall be liable for any and all expenses or costs arising out of any further exportation, importation, or use by Customer, including any taxes or tariffs due or arising out of the use of the API Bulk Drug Substance by Customer, and Customer shall be responsible for obtaining all applicable licenses, Regulatory Approvals or clearances to and for any further export, import, or use of the API Bulk Drug Substance. Pfizer shall include the following with each shipment of API Bulk Drug Substance: (i) Pfizer lot and Batch numbers, (ii) the quantity of API Bulk Drug Substance included in such shipment (iii) a Certificate of Analysis, and (iv) a ▇▇▇▇ of lading. (b) Customer will promptly notify Pfizer in writing of loss, damage, defect or non-delivery of any separate part of a shipment of API Bulk Drug Substance after Delivery of such shipment to Customer, or its designee, and if any loss, damage, defect or partial non-delivery is present but is not evident to Customer at the time of Delivery, such notification by Customer to Pfizer will be made no later than sixty (60) days after receipt by Customer; provided, however, that Customer shall notify Pfizer within ten (10) Business Days after receipt of such shipment if Customer is rejecting such shipment due to obvious external physical damage or quantity discrepancies that are, or would be, evident upon visual inspection of such packaged API Bulk Drug Substance as shipped by Pfizer.

Shipments. All sales are Ex-Works Factory (a) Freight and insurance from as such term is defined by the Michigan Facility to International Chamber of Commerce as of the location designated date hereof). Shipping contracts made by Customer pursuant to the applicable Purchase Order Seller shall be to Buyer’s account. All claims for loss or damage after risk of loss has passed to Buyer shall be filed by Buyer with the carrier. Buyer shall be liable to Seller for the account full price of Customer the goods, irrespective of loss or damage in transit. Seller shall not be reimbursed by Customerrequired to provide freight cost receipts to Buyer at the time of invoice. Pfizer Buyer shall bear all risk and expense for delivery of goods, including without limitation, shipping, loading, unloading, storage, freight, and insurance. Goods may be responsible for all tariffs, customs, clearance and other similar charges for freight and insurance shipped to the Michigan Facility from any other Facility Buyer in whole or facility of an PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS. authorized subcontractorin part. Title to goods shall pass to Customer, and the risk of loss, delay or damage in transit shall be with Customer from and after delivery Buyer when delivered to the designated carrier at or the Michigan Facility (“Delivery”)Buyer, after which Customer shall be liable for any and all expenses whichever occurs first, even if the goods are shipped freight prepaid. Among other things, a signed delivery receipt or costs arising out of any further exportation, importation, or use by Customer, including any taxes or tariffs due or arising out of the use of the API Bulk Drug Substance by Customer, and Customer shall be responsible for obtaining all applicable licenses, Regulatory Approvals or clearances to and for any further export, import, or use of the API Bulk Drug Substance. Pfizer shall include the following with each shipment of API Bulk Drug Substance: (i) Pfizer lot and Batch numbers, (ii) the quantity of API Bulk Drug Substance included in such shipment (iii) a Certificate of Analysis, and (iv) a ▇▇▇▇ of lading. (b) Customer lading will promptly notify Pfizer constitute proof of delivery. The choice of carrier is made solely at the discretion of Seller, and Seller makes no representation as to the acceptability of a particular carrier. Except when Seller expressly agrees in writing of losswriting, damageSeller does not guarantee shipment or delivery by a certain date or time, defect although Seller will strive to deliver goods by the date that it may communicate to Buyer. Seller shall not be liable to Buyer, or non-delivery any other person, for any loss or damage of any separate part of a shipment of API Bulk Drug Substance after Delivery of such shipment to Customerkind which results from delay in shipment, delivery, or failure to give notice of delay, whether or not such delay was caused by Seller or otherwise. Seller reserves the right to backorder any goods and to ship from backorder in such order as Seller determines. LIMITED WARRANTY: Seller warrants, to its designeeoriginal Buyer, that goods manufactured by Seller are free from defects in material and if any lossworkmanship for 12 months from date of shipment (except for specified products with warranties that supercede this limited warranty. Please consult factory for these products). The Buyer hereby acknowledges and agrees, damage, defect or partial non-delivery is present but is not evident to Customer though free from defects in material and workmanship at the time of Delivery, such notification by Customer to Pfizer will be made no later than sixty (60) days after receipt by Customer; provided, howevershipment, that Customer shall notify Pfizer within ten (10) Business Days after receipt the useful life of goods manufactured by Seller will vary depending upon the Buyer’s frequency of use, application, and other factors, with regard to such shipment if Customer is rejecting such shipment due goods. In that respect, notwithstanding any other provision to obvious external physical damage or quantity discrepancies that arethe contrary in the Agreement, these Terms and Conditions, or would bethe Order Acknowledgement, evident upon visual inspection the Seller specifically does not warrant the useful life of such packaged API Bulk Drug Substance as shipped by Pfizerany product. If a failure to conform to specifications or a defect in materials or workmanship is discovered within this period, Seller must promptly be notified in writing within thirty EXCEPT AS SET FORTH ABOVE AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, SELLER MAKES NO OTHER WARRANTIES FOR A PRODUCT OR UNDER THIS AGREEMENT OR ANY ORDER ACKNOWLEDGEMENT AND HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR USE, AND INCLUDING THE WARRANTY OF MERCHANTABILITY. IN NO CASE SHALL SELLER BE LIABLE FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES BASED UPON ANY LEGAL THEORY, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF SAVINGS OR REVENUE, LOSS OF USE OF THE PRODUCT OR ANY ASSOCIATED EQUIPMENT, COST OF CAPITAL, COST OF ANY SUBSTITUTE EQUIPMENT, FACILITIES OR SERVICES, DOWNTIME, THE CLAIMS OF THIRD PARTIES INCLUDING CUSTOMERS, INJURY TO PROPERTY AND, UNLESS PRECLUDED UNDER APPLICABLE STATE LAW, BODILY AND PERSONAL INJURY.

Shipments. All sales are Ex-Works Factory (a) Freight and insurance from as such term is defined by the Michigan Facility to International Chamber of Commerce as of the location designated date hereof). Shipping contracts made by Customer pursuant to the applicable Purchase Order Seller shall be to Buyer’s account. All claims for loss or damage after risk of loss has passed to Buyer shall be filed by Buyer with the carrier. Buyer shall be liable to Seller for the account full price of Customer the goods, irrespective of loss or damage in transit. Seller shall not be reimbursed by Customerrequired to provide freight cost receipts to Buyer at the time of invoice. Pfizer Buyer shall bear all risk and expense for delivery of goods, including without limitation, shipping, loading, unloading, storage, freight, and insurance. Goods may be responsible for all tariffs, customs, clearance and other similar charges for freight and insurance shipped to the Michigan Facility from any other Facility Buyer in whole or facility of an PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS. authorized subcontractorin part. Title to goods shall pass to CustomerBuyer when delivered to the carrier or the Buyer, whichever occurs first, even if the goods are shipped freight prepaid. Among other things, a signed delivery receipt or bill of lading will constitute proof of delivery. The choice of carrier is made solely at the discretion of Seller, and the risk of loss, delay or damage in transit shall be with Customer from and after delivery to the designated carrier at the Michigan Facility (“Delivery”), after which Customer shall be liable for any and all expenses or costs arising out of any further exportation, importation, or use by Customer, including any taxes or tariffs due or arising out of the use of the API Bulk Drug Substance by Customer, and Customer shall be responsible for obtaining all applicable licenses, Regulatory Approvals or clearances to and for any further export, import, or use of the API Bulk Drug Substance. Pfizer shall include the following with each shipment of API Bulk Drug Substance: (i) Pfizer lot and Batch numbers, (ii) the quantity of API Bulk Drug Substance included in such shipment (iii) a Certificate of Analysis, and (iv) a ▇▇▇▇▇▇ makes no representation as to the acceptability of lading. (b) Customer a particular carrier. Except when Seller expressly agrees in writing, Seller does not guarantee shipment or delivery by a certain date or time, although Seller will promptly notify Pfizer in writing of lossstrive to deliver goods by the date that it may communicate to Buyer. Seller shall not be liable to Buyer, damageor any other person, defect for any loss or non-delivery damage of any separate part of a shipment of API Bulk Drug Substance after Delivery of such shipment to Customerkind which results from delay in shipment, delivery, or failure to give notice of delay, whether or not such delay was caused by Seller or otherwise. Seller reserves the right to backorder any goods and to ship from backorder in such order as Seller determines. LIMITED WARRANTY: Seller warrants, to its designeeoriginal Buyer, that goods manufactured by Seller are free from defects in material and if any lossworkmanship for 12 months from date of shipment (except for specified products with warranties that supercede this limited warranty. Please consult factory for these products). The Buyer hereby acknowledges and agrees, damage, defect or partial non-delivery is present but is not evident to Customer though free from defects in material and workmanship at the time of Delivery, such notification by Customer to Pfizer will be made no later than sixty (60) days after receipt by Customer; provided, howevershipment, that Customer shall notify Pfizer within ten (10) Business Days after receipt the useful life of goods manufactured by Seller will vary depending upon the Buyer’s frequency of use, application, and other factors, with regard to such shipment if Customer is rejecting such shipment due goods. In that respect, notwithstanding any other provision to obvious external physical damage or quantity discrepancies that arethe contrary in the Agreement, these Terms and Conditions, or would bethe Order Acknowledgement, evident upon visual inspection the Seller specifically does not warrant the useful life of such packaged API Bulk Drug Substance as shipped by Pfizerany product. If a failure to conform to specifications or a defect in materials or workmanship is discovered within this period, Seller must promptly be notified in writing within thirty EXCEPT AS SET FORTH ABOVE AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, SELLER MAKES NO OTHER WARRANTIES FOR A PRODUCT OR UNDER THIS AGREEMENT OR ANY ORDER ACKNOWLEDGEMENT AND HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR USE, AND INCLUDING THE WARRANTY OF MERCHANTABILITY. IN NO CASE SHALL SELLER BE LIABLE FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES BASED UPON ANY LEGAL THEORY, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF SAVINGS OR REVENUE, LOSS OF USE OF THE PRODUCT OR ANY ASSOCIATED EQUIPMENT, COST OF CAPITAL, COST OF ANY SUBSTITUTE EQUIPMENT, FACILITIES OR SERVICES, DOWNTIME, THE CLAIMS OF THIRD PARTIES INCLUDING CUSTOMERS, INJURY TO PROPERTY AND, UNLESS PRECLUDED UNDER APPLICABLE STATE LAW, BODILY AND PERSONAL INJURY.

Shipments. (a) Freight Buyer shall order Material from Seller a reasonable time in advance of each shipment hereunder. Such orders shall identify the Material being ordered and insurance from shall include the Michigan Facility to quantity of Material, the location designated by Customer pursuant to the applicable Purchase Order shall be for the account of Customer or shall be reimbursed by Customer. Pfizer shall be responsible for all tariffs, customs, clearance and other similar charges for freight and insurance to the Michigan Facility from any other Facility or facility of an PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS. authorized subcontractor. Title shall pass to Customershipping instructions, and the risk of loss, delay or damage in transit shall be with Customer from and after date on which delivery to the designated carrier at the Michigan Facility (“Delivery”), after which Customer shall be liable for any and all expenses or costs arising out of any further exportation, importation, or use by Customer, including any taxes or tariffs due or arising out of the use of the API Bulk Drug Substance by Customer, and Customer shall be responsible for obtaining all applicable licenses, Regulatory Approvals or clearances to and for any further export, import, or use of the API Bulk Drug Substance. Pfizer shall include the following with each shipment of API Bulk Drug Substance: (i) Pfizer lot and Batch numbers, (ii) the quantity of API Bulk Drug Substance included in such shipment (iii) a Certificate of Analysis, and (iv) a ▇▇▇▇ of ladingis desired. (b) Customer will promptly notify Pfizer in writing of lossBuyer shall place orders for, damageand shipments shall be made in, defect approximately equal monthly quantities, or non-delivery if the total quantity of any separate part Material required to be purchased hereunder is insufficient to permit monthly shipments, then in quantities approximately evenly spaced throughout the term hereof. All purchase orders are subject to written acceptance and confirmation by Seller. Until such acceptance and confirmation, Seller shall not be obligated to delivery any such quantity identified in the purchase orders. If ▇▇▇▇▇ fails to so order any quantity provided for hereunder, Seller shall not be obligated subsequently to deliver such unordered quantity. Failure of Buyer to place orders or to accept delivery pursuant to the terms hereof for ninety (90) consecutive days, except for reasons excusing performance under Force Majeure, shall be deemed a shipment material breach of API Bulk Drug Substance after Delivery of such shipment to Customer, or its designeethis Agreement, and if Seller, in addition to its other remedies, may terminate this Agreement by giving written notice to Buyer at any loss, damage, defect or partial non-delivery is present but is not evident time thereafter prior to Customer at the time Buyer places an order in conformity with the terms hereof. (c) If Seller's railcars or other transportation equipment is furnished for shipments hereunder, it shall be furnished with the understanding that Buyer will use all reasonable effort to unload and return the same to the delivering carrier as promptly as possible. Buyer shall be liable for payment of Deliverydemurrage or detention charges to Seller pursuant to any trip lease or similar agreement between the parties, such notification or, if none, then pursuant to Seller's then existing practice. In any event, any demurrage or detention charges legally payable to any transportation carrier shall be payable by Customer to Pfizer will and for the account of Buyer. (d) Packaged shipments, if any, shall be made no later than sixty in Seller's standard containers. (60e) days after receipt by Customer; provided, however, that Customer shall notify Pfizer within ten (10) Business Days after receipt of such shipment if Customer is rejecting such shipment due to obvious external physical damage or quantity discrepancies that are, or would be, evident upon visual inspection of such packaged API Bulk Drug Substance as shipped by Pfizer.The term “F.O.

Shipments. (a) Freight and insurance from the Michigan Facility to the location designated by Customer pursuant to the applicable Purchase Order Shipments of Products shall be for made FCA the account of Customer or Manufacturing Site unless otherwise mutually agreed in writing and Patheon shall be reimbursed by Customer. Pfizer shall be responsible for all tariffs, customs, clearance and other similar charges for freight and insurance make every reasonable effort to the Michigan Facility from any other Facility or facility of an PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; ship finished goods within [***] DENOTES OMISSIONSmonths of the start of manufacture of the Products unless otherwise agreed upon in writing by both parties. authorized subcontractorFailure to ship within [***] months is not a cause for refusal of Product. Title Notwithstanding the foregoing, if FDA approves the Products for [***] months of shelf life, the Products must carry at least [***] months of shelf life when shipped. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Risk of loss or of damage to Products shall pass to Customer, and remain with Patheon until Products are loaded onto the carrier’s vehicle by Patheon for shipment at the shipping point at which time risk of loss, delay loss or damage in transit shall be with Customer from and after delivery transfer to the designated carrier at Client. Patheon shall, in accordance with the Michigan Facility (“Delivery”)Client’s instructions and as agent for the Client, after which Customer shall be liable for any and all expenses or costs arising out of any further exportation, importation, or use by Customer, including any taxes or tariffs due or arising out of the use of the API Bulk Drug Substance by Customer, and Customer shall be responsible for obtaining all applicable licenses, Regulatory Approvals or clearances to and for any further export, import, or use of the API Bulk Drug Substance. Pfizer shall include the following with each shipment of API Bulk Drug Substance: (i) Pfizer lot arrange for shipping, including preparing and Batch numbersexecuting a packing list, so that the Product will be delivered to the delivery address on the delivery date set forth in the applicable Firm Order, with such shipping to be paid by the Client and (ii) at the quantity of API Bulk Drug Substance included in such shipment (iii) a Certificate of AnalysisClient’s risk and expense, obtain any export license or other official authorization necessary to export the Products, including all customs formalities. The Client shall arrange for insurance and (iv) a ▇▇▇▇ of lading. (b) Customer will promptly shall select the freight carrier used by Patheon to ship Products and may monitor Patheon’s shipping and freight practices as they pertain to this Agreement. Patheon shall notify Pfizer Client in writing of loss, damage, defect or non-delivery of any separate part of a shipment of API Bulk Drug Substance after Delivery of such shipment to Customer, or its designee, and if any loss, damage, defect or partial non-delivery is present but is not evident to Customer at the time of Deliveryshipment as to the quantity of Product shipped, the anticipated delivery date and confirmation of the carrier. If any order is delayed and is not likely to be delivered to the carrier on time, Patheon shall immediately notify Client and Client may reasonably direct Patheon to ship such notification order by Customer expedited means of transportation as designated by Client, at [***] expense. If the delay of any order results in substantial back orders to Pfizer will the Client and Patheon caused the delay, [***] shall pay the reasonable additional cost for the expedited transport. In all cases, Products shall be made no later than sixty (60) days after receipt by Customer; providedtransported in accordance with the Specifications and Applicable Laws, howeverincluding, that Customer shall notify Pfizer within ten (10) Business Days after receipt of such shipment if Customer is rejecting such shipment due to obvious external physical damage or quantity discrepancies that arebut not limited to, or would be, evident upon visual inspection of such packaged API Bulk Drug Substance as shipped by PfizercGMPs.